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<SEC-DOCUMENT>0001299933-08-000839.txt : 20080215
<SEC-HEADER>0001299933-08-000839.hdr.sgml : 20080215
<ACCEPTANCE-DATETIME>20080215084908
ACCESSION NUMBER:		0001299933-08-000839
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20080214
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20080215
DATE AS OF CHANGE:		20080215

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CHS INC
		CENTRAL INDEX KEY:			0000823277
		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-FARM PRODUCT RAW MATERIALS [5150]
		IRS NUMBER:				410251095
		STATE OF INCORPORATION:			MN
		FISCAL YEAR END:			0831

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-50150
		FILM NUMBER:		08621046

	BUSINESS ADDRESS:	
		STREET 1:		5500 CENEX DRIVE
		CITY:			INVER GROVE HEIGHTS
		STATE:			MN
		ZIP:			55077
		BUSINESS PHONE:		651-355-6000

	MAIL ADDRESS:	
		STREET 1:		5500 CENEX DRIVE
		CITY:			INVER GROVE HEIGHTS
		STATE:			MN
		ZIP:			55077

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CENEX HARVEST STATES COOPERATIVES
		DATE OF NAME CHANGE:	19980611

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	HARVEST STATES COOPERATIVES
		DATE OF NAME CHANGE:	19961212
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>htm_25560.htm
<DESCRIPTION>LIVE FILING
<TEXT>
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<TITLE> CHS Inc. (Form: 8-K) </TITLE>
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<A NAME="DOCUMENT_TOP">&nbsp;</A>
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		UNITED STATES<BR>
	SECURITIES AND EXCHANGE COMMISSION
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<BR>
<FONT SIZE="2">
	WASHINGTON, D.C. 20549
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<P ALIGN="CENTER">
<FONT SIZE="5">
	FORM 8-K
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</FONT>
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<FONT SIZE="3">
	CURRENT REPORT
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<FONT SIZE="2">
	Pursuant to Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934
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	&nbsp;
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	&nbsp;
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	&nbsp;
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	Date of Report (Date of Earliest Event Reported):
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	&nbsp;
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	February 14, 2008
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<BR>
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	CHS Inc.
</FONT>
<FONT SIZE="2">
<BR>__________________________________________<BR>
	(Exact name of registrant as specified in its charter)
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	&nbsp;
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	&nbsp;
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	&nbsp;
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	Minnesota
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<FONT SIZE="2">
	0-50150
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<FONT SIZE="2">
	41-0251095
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<FONT SIZE="2">
_____________________<BR>
	(State or other jurisdiction
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<FONT SIZE="2">
_____________<BR>
	(Commission
</FONT>
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______________<BR>
	(I.R.S. Employer
</FONT>
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<FONT SIZE="2">
	of incorporation)
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<FONT SIZE="2">
	File Number)
</FONT>
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<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	Identification No.)
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	&nbsp;&nbsp;
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	&nbsp;
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	&nbsp;
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<FONT SIZE="2">
	5500 Cenex Drive, Inver Grove Heights, Minnesota
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<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
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</TD>
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	55077
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_________________________________<BR>
	(Address of principal executive offices)
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	&nbsp;
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___________<BR>
	(Zip Code)
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<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">

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	&nbsp;
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	&nbsp;
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	Registrant&#146;s telephone number, including area code:
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<FONT SIZE="2">
	&nbsp;
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	651-355-6000
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</TD>
</TR>
</TABLE>
</CENTER>
<P ALIGN="CENTER">
<FONT SIZE="2">
	Not Applicable
<BR>______________________________________________<BR>
	Former name or former address, if changed since last report
</FONT>
<P ALIGN="CENTER">
<FONT SIZE="2">
	&nbsp;
</FONT>
<!-- CoverPageRegistrant END --><P><FONT SIZE="2">
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:</FONT>
</P>
<P><FONT SIZE="2">
[&nbsp;&nbsp;]&nbsp;&nbsp;Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<br>
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<DIV ALIGN="LEFT" STYLE="PAGE-BREAK-BEFORE:ALWAYS">
<A HREF="#DOCUMENT_TOP">
<U>
<B>
<FONT SIZE="2">Top of the Form</FONT>
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</U>
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<P ALIGN="LEFT">
<FONT SIZE="2">
<B>
	Item 1.01 Entry into a Material Definitive Agreement.
</B>
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</P>
<P ALIGN="LEFT">
<FONT SIZE="2">
On February 14, 2008, the Company entered into a credit agreement for a committed line of credit with a syndication of banks consisting of a 364-day revolving facility in the amount of $500 million.  The credit agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K.
</FONT>
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<BR><BR><BR><BR><!-- Item START -->
<P ALIGN="LEFT">
<FONT SIZE="2">
<B>
	Item 9.01 Financial Statements and Exhibits.
</B>
</FONT>
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<P ALIGN="LEFT">
<FONT SIZE="2">
(d) Exhibits<br><br>10.1 Credit Agreement (364-day Revolving Loan) by and between CHS Inc., CoBank, ACB and the Syndication Parties dated as of February 14, 2008
</FONT>
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<B>
	SIGNATURES
</B>
</FONT>
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<P ALIGN="LEFT">
<FONT SIZE="2">
	Pursuant to the requirements of the Securities Exchange Act of 1934, the
	registrant has duly caused this report to be signed on its behalf by the
	undersigned hereunto duly authorized.
</FONT>
</P>
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<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">
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	&nbsp;
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	&nbsp;
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	&nbsp;
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	&nbsp;
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	&nbsp;
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	&nbsp;
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	&nbsp;
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<FONT SIZE="2">
	CHS Inc.
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<FONT SIZE="2">
	&nbsp;&nbsp;
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<FONT SIZE="2">
	&nbsp;
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<FONT SIZE="2">
	&nbsp;
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<FONT SIZE="2">
	&nbsp;
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<FONT SIZE="2">
	&nbsp;
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<I>
	February 15, 2008
</I>
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
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</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
<I>
	By:
</I>
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
<I>
	/s/ John Schmitz
</I>
<BR>
</FONT>
</TD>
</TR>
<TR>
<TD VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<HR SIZE="1" NOSHADE>
</TD>
</TR>
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<TD VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
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<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
<I>
	Name: John Schmitz
</I>
</FONT>
</TD>
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<FONT SIZE="2">
	&nbsp;
</FONT>
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	&nbsp;
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<FONT SIZE="2">
	&nbsp;
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<FONT SIZE="2">
	&nbsp;
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<FONT SIZE="2">
<I>
	Title: Executive Vice President and Chief Financial Officer
</I>
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</TD>
</TR>
</TABLE>
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<FONT SIZE="2">Top of the Form</FONT>
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	Exhibit&nbsp;Index
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	&nbsp;
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<B>
	Exhibit No.
</B>
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	Description
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	&nbsp;
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<DIV ALIGN="LEFT">
	10.1
</DIV>
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<TD WIDTH="15%">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
<FONT SIZE="2">
Credit Agreement (364-day Revolving Loan) by and between CHS Inc., CoBank, ACB and the Syndication Parties dated as of February 14, 2008
</FONT>
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<TYPE>EX-10.1
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<FILENAME>exhibit1.htm
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<BODY style="font-family: 'Times New Roman',Times,serif">


<P align="center" style="font-size: 10pt"><FONT style="font-size: 14pt"><FONT style="font-variant: SMALL-CAPS"><B>CREDIT AGREEMENT</B></FONT></FONT><BR>
<FONT style="font-size: 12pt"><FONT style="font-variant: SMALL-CAPS"><B>(364-Day Revolving Loan)</B></FONT></FONT>



<P align="center" style="font-size: 12pt"><FONT style="font-variant: SMALL-CAPS"><B>by and between</B></FONT>



<P align="center" style="font-size: 12pt"><FONT style="font-size: 14pt"><FONT style="font-variant: SMALL-CAPS"><B>CoBank, ACB,</B></FONT></FONT><BR>
<FONT style="font-size: 12pt"><FONT style="font-variant: SMALL-CAPS"><B>as Lead Arranger, Administrative Agent and Bid Agent</B></FONT><BR>
<FONT style="font-variant: SMALL-CAPS"><B>and as a Syndication Party,</B></FONT></FONT>



<P align="center" style="font-size: 12pt"><FONT style="font-size: 14pt"><FONT style="font-variant: SMALL-CAPS"><B>SunTrust Bank; Bank of America, National Association;</B></FONT><BR>
<FONT style="font-variant: SMALL-CAPS"><B>Harris N. A.; and U.S. Bank National Association, </B></FONT></FONT><BR>
<FONT style="font-size: 12pt"><FONT style="font-variant: SMALL-CAPS"><B>as Co-Syndication Agents and as Syndication Parties, </B></FONT></FONT>



<P align="center" style="font-size: 12pt"><FONT style="font-variant: SMALL-CAPS"><B>THE</FONT> OTHER SYNDICATION PARTIES</B>,



<P align="center" style="font-size: 12pt"><FONT style="font-variant: SMALL-CAPS"><B>and</B></FONT>



<P align="center" style="font-size: 12pt"><FONT style="font-size: 14pt"><FONT style="font-variant: SMALL-CAPS"><B>CHS INC.</B></FONT></FONT>



<P align="center" style="font-size: 14pt"><FONT style="font-size: 12pt"><FONT style="font-variant: SMALL-CAPS"><B>dated as of February&nbsp;14, 2008</B></FONT></FONT>





<P align="center" style="font-size: 10pt; display: none">1
<!-- PAGEBREAK -->




<P align="center" style="font-size: 12pt"><FONT style="font-variant: SMALL-CAPS"><B>CREDIT AGREEMENT</B></FONT>



<P align="center" style="font-size: 12pt"><FONT style="font-variant: SMALL-CAPS"><B>(364-Day Revolving Loan)</B></FONT>



<P align="left" style="font-size: 12pt; text-indent: 4%">THIS AGREEMENT (&#147;<B>Credit Agreement</B>&#148;) is entered into as of February&nbsp;14, 2008, by and between
COBANK, ACB (&#147;<B>CoBank</B>&#148;) for its own benefit as a Syndication Party, and as the Administrative Agent
for the benefit of the present and future Syndication Parties (in that capacity &#147;<B>Administrative
Agent</B>&#148;), the Syndication Parties identified on <U>Schedule&nbsp;1</U> hereto, and CHS INC., a
cooperative corporation formed under the laws of the State of Minnesota, whose address is 5500
Cenex Drive, Inver Grove Heights, Minnesota 55077 (&#147;<B>Borrower</B>&#148;).


<P align="left" style="font-size: 12pt"><FONT style="font-variant: SMALL-CAPS"><B>ARTICLE 1.</B></FONT> <FONT style="font-variant: SMALL-CAPS"> <B>DEFINED TERMS</B>
</FONT>

<P align="left" style="font-size: 12pt; text-indent: 4%">As used in this Credit Agreement, the following terms shall have the meanings set forth below
(and such meaning shall be equally applicable to both the singular and plural form of the terms
defined, as the context may require):


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.1 </B><U>Additional Costs</U>: shall have the meaning set forth in Section&nbsp;15.12.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.2 </B><U>Adjusted Consolidated Funded Debt</U>: All Consolidated Funded Debt of Borrower and
its Consolidated Subsidiaries, plus the net present value of operating leases of Borrower and its
Consolidated Subsidiaries as discounted by a rate of 8.0% per annum.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.3 </B><U>Administrative Agent</U>: shall initially mean CoBank, ACB.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.4 </B><U>Administrative Agent Office</U>: shall mean the address set forth at Subsection
15.4.2, as it may change from time to time by notice to all parties to this Credit Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.5 </B><U>Adoption Agreement</U>: shall have the meaning set forth in Section&nbsp;2.9 .


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.6 </B><U>Advance</U>: an advance of funds under the 364-Day Facility.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.7 </B><U>Advance Date</U>: a day (which shall be a Banking Day) on which an Advance is made.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.8 </B><U>Advance Payment</U>: shall have the meaning set forth in Section&nbsp;14.1.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.9 </B><U>Affected Loans</U>: shall have the meaning set forth in Subsection 4.2.3.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.10 </B><U>Affiliate</U>: with respect to any Person means (a)&nbsp;a Subsidiary of such Person, (b)
any Person in which such Person, directly or indirectly, owns more than five percent (5.0%) of the
outstanding equity thereof, and (c)&nbsp;any Person which, directly or indirectly, (i)&nbsp;owns more than
five percent (5.0%) of the outstanding equity of such Person, or (ii)&nbsp;has the power under ordinary
circumstances to control the management of such Person.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.11 </B><U>Amortization</U>: the total amortization of Borrower and its Consolidated
Subsidiaries as measured in accordance with GAAP.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.12 </B><U>Annual Operating Budget</U>: means the annual operating budget for Borrower and its
Subsidiaries in substantially the form of, and containing substantially the same or similar
information as set forth in, the Annual Operating Budget (Business Plan) for Borrower and its
Subsidiaries included in the booklet delivered to the Administrative Agent on March&nbsp;29, 2006.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.13 </B><U>Anti-Terrorism Laws</U>: shall have the meaning set forth in Subsection 8.24.1.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.14 </B><U>Applicable Lending Office</U>: means, for each Syndication Party and for each
Advance, the lending office of such Syndication Party designated as such for such Advance, to the
Administrative Agent in writing prior to the date of this Agreement and from time to time hereafter
or in the applicable Syndication Acquisition Agreement or such other office of such Syndication
Party as such Syndication Party may from time to time specify to the Administrative Agent and
Borrower as the office by which its Advances are to be made and maintained.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.15 </B><U>Authorized Officer</U>: shall have the meaning set forth in Subsection&nbsp;9.1.4.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.16 </B><U>Bank Debt</U>: all amounts owing hereunder, including fees, Borrower&#146;s obligations
to purchase Bank Equity Interests, Funding Losses and all interest, expenses, charges and other
amounts payable by Borrower pursuant to the Loan Documents.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.17 </B><U>Banking Day</U>: any day (a)&nbsp;other than a Saturday or a Sunday, and other than a
Federal legal holiday or a legal holiday for banks in the States of Colorado, Minnesota, or New
York, and (b)&nbsp;if such day relates to a borrowing of, a payment or prepayment of principal of or
interest on, a continuation of or conversion into, or a LIBO Rate Period for, a LIBO Rate Loan, or
a notice by Borrower with respect to any such borrowing, payment, prepayment, continuation,
conversion, or LIBO Rate Period, on which dealings in U.S. Dollar deposits are carried out in the
London interbank market.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.18 </B><U>Bank Equity Interests</U>: shall have the meaning set forth in Article&nbsp;6 hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.19 </B><U>Base Rate</U>: a rate of interest per annum equal to the &#147;prime rate&#148; as published
from time to time in the Eastern Edition of the <I>Wall Street Journal </I>as the average prime lending
rate for seventy-five percent (75%) of the United States&#146; thirty (30)&nbsp;largest commercial banks, or
if the <I>Wall Street Journal </I>shall cease publication or cease publishing the &#147;prime rate&#148; on a
regular basis, such other regularly published average prime rate applicable to such commercial
banks as is acceptable to the Administrative Agent in its reasonable discretion, with the consent
of Borrower, which consent will not be unreasonably withheld (provided that Borrower&#146;s consent
shall not be required at any time there has occurred and is continuing a Potential Default or an
Event of Default).

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="87%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>1.20</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Base Rate Loans: shall have the meaning set forth in Subsection&nbsp;4.1.1.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>1.21</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Bid: shall have the meaning set forth in Section&nbsp;3.3.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>1.22</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Bid Advance: shall have the meaning set forth in Section&nbsp;3.1.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>1.23</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Bid Agent: shall mean CoBank, ACB.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>1.24</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Bid Maturity Date: shall have the meaning set forth in Section&nbsp;3.2.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>1.25</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Bid Rate: shall have the meaning set forth in Section&nbsp;3.3.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>1.26</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Bid Rate Loan: shall have the meaning set forth in Section&nbsp;3.1.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>1.27</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Bid Request: shall have the meaning set forth in Section&nbsp;3.2.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>1.28</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Bid Results Notice: shall have the meaning set forth in Section&nbsp;3.3.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>1.29</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Bid Selection Notice: shall have the meaning set forth in Section&nbsp;3.4.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.30 </B><U>Borrower&#146;s Account</U>: shall mean Borrower&#146;s account # at Wells Fargo Bank, N.A.,
Minneapolis, Minnesota (ABA #091000019).


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.31 </B><U>Borrower Benefit Plan</U>: means (a)&nbsp;any &#147;employee benefit plan&#148;, as such term is
defined in Section&nbsp;3(3) of ERISA (including any &#147;multiemployer plan&#148; as defined in Section&nbsp;3(37) of
ERISA); (b)&nbsp;any &#147;multiple employer plan&#148; within the meaning of Section&nbsp;413 of the Code; (c)&nbsp;any
&#147;multiple employer welfare arrangement&#148; within the meaning of Section&nbsp;3(40) of ERISA; (d)&nbsp;a
&#147;voluntary employees&#146; beneficiary association&#148; within the meaning of Section&nbsp;501(a)(9) of the Code;
(e)&nbsp;a &#147;welfare benefit fund&#148; within the meaning of Section&nbsp;419 of the Code; or (f)&nbsp;any employee
welfare benefit plan within the meaning of Section&nbsp;3(1) of ERISA for the benefit of retired or
former employees, which is maintained by Borrower or in which Borrower participates or to which
Borrower is obligated to contribute.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.32 </B><U>Borrower Pension Plan</U>: means each Borrower Benefit Plan that is an &#147;employee
pension benefit plan&#148; as defined in Section&nbsp;3(2) of ERISA that is intended to satisfy the
requirements of Section 401(a) of the Code.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.33 </B><U>Capital Leases</U>: means any lease of property (whether real, personal or mixed) by
a Person which has been or should be , in accordance with GAAP, reflected on the balance sheet of
such Person as a capital lease.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.34 </B><U>Change in Law</U>: shall have the meaning set forth in Subsection&nbsp;4.2.2.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.35 </B><U>Closing Date</U>: means February&nbsp;14, 2008, provided that on or before such date, (a)
the Administrative Agent, the Bid Agent, the Syndication Parties, and Borrower have executed all
Loan Documents to which they are parties, and (b)&nbsp;the conditions set forth in Section&nbsp;9.1 of this
Credit Agreement have been met.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.36 </B><U>Code</U>: means the Internal Revenue Code of 1986.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.37 </B><U>Commitment Increase</U>: shall have the meaning set forth in Section&nbsp;2.9.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.38 </B><U>Committed Bid Advances</U>: the principal amount of all Bid Advances which any
Syndication Party is obligated to make as a result of such Syndication Party having received a Bid
Selection Notice pursuant to Section&nbsp;3.4 hereof, but which has not been funded as a Bid Rate Loan.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.39 </B><U>Committed 364-Day Advances</U>: the principal amount of all 364-Day Facility
Advances which any Syndication Party is obligated to make as a result of such Syndication Party
having received a 364-Day Funding Notice pursuant to Section&nbsp;2.3 hereof, but which has not been
funded.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.40 </B><U>Compliance Certificate</U>: a certificate of the chief financial officer of Borrower
acceptable to the Administrative Agent and in the form attached hereto as <U>Exhibit&nbsp;1.40</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.41 </B><U>Communications</U>: shall have the meaning set forth in Subsection 15.16.1.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.42 </B><U>Consolidated Cash Flow</U>: for any period, the sum of (a)&nbsp;earnings before income
taxes of Borrower and its Consolidated Subsidiaries for such period determined on a consolidated
basis in accordance with GAAP; plus (b)&nbsp;amounts that have been deducted in the determination of
such earnings before income taxes for such period for (i)&nbsp;Consolidated Interest Expense for such
period, (ii)&nbsp;Depreciation for such period, (iii)&nbsp;Amortization for such period, and (iv)
extraordinary and/or one-time non-cash losses for such period; minus (c)&nbsp;the amounts that have been
included in the determination of such earnings before income taxes for such period for (i)
extraordinary gains, (ii)&nbsp;extraordinary and/or one-time income, (iii)&nbsp;non-cash patronage income,
and (iv)&nbsp;non-cash equity earnings in joint ventures.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.43 </B><U>Consolidated Current Assets</U>: the total current assets of Borrower and its
Consolidated Subsidiaries as measured in accordance with GAAP.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.44 </B><U>Consolidated Current Liabilities</U>: the total current liabilities of Borrower and
its Consolidated Subsidiaries as measured in accordance with GAAP.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.45 </B><U>Consolidated Funded Debt</U>: all indebtedness for borrowed money of Borrower and
its Consolidated Subsidiaries, that is classified as long term debt in accordance with GAAP, and
shall include Debt of such maturity created or assumed by Borrower or any Consolidated Subsidiary
either directly or indirectly, including obligations of such maturity secured by liens upon
property of Borrower or its Consolidated Subsidiaries and upon which such entity customarily pays
the interest, and all rental payments under capitalized leases of such maturity.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.46 </B><U>Consolidated Interest Expense</U>: for any period, all interest expense of Borrower
and its Consolidated Subsidiaries, as determined in accordance with GAAP.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.47 </B><U>Consolidated Members&#146; and Patrons&#146; Equity</U>: the amount of equity accounts plus
(or minus in the case of a deficit) the amount of surplus and retained earnings accounts of
Borrower and its Consolidated Subsidiaries and the minority interest in Subsidiaries, provided that
the total amount of intangible assets of Borrower and its Consolidated Subsidiaries (including,
without limitation, unamortized debt discount and expense, deferred charges and goodwill) included
therein shall not exceed $30,000,000 (and to the extent such intangible assets exceed
$30,000,000.00, they will not be included in the calculation of Consolidated Members&#146; and Patrons&#146;
Equity); all as determined in accordance with GAAP consistently applied.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.48 </B><U>Consolidated Subsidiary</U>: any Subsidiary whose accounts are consolidated with
those of Borrower in accordance with GAAP.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.49 </B><U>Contributing Syndication Parties</U>: shall have the meaning set forth in
Section&nbsp;14.3.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.50 </B><U>Debt</U>: means as to any Person: (a)&nbsp;indebtedness or liability of such Person for
borrowed money, or for the deferred purchase price of property or services (including trade
obligations); (b)&nbsp;obligations of such Person as lessee under capital leases; (c)&nbsp;obligations of
such Person arising under bankers&#146; or trade acceptance facilities; (d)&nbsp;all guarantees, endorsements
(other than for collection or deposit in the ordinary course of business), and other contingent
obligations of such Person to purchase any of the items included in this definition, to provide
funds for payment, to supply funds to invest in any other Person, or otherwise to assure a creditor
of another Person against loss (without duplication); (e)&nbsp;all obligations secured by a lien on
property owned by such Person, whether or not the obligations have been assumed; and (f)&nbsp;all
obligations of such Person under any agreement providing for an interest rate swap, cap, cap and
floor, contingent participation or other hedging mechanisms with respect to interest payable on any
of the items described in this definition.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.51 </B><U>Default Interest Rate</U>: a rate of interest equal to 200 basis points in excess of
the Base Rate which would otherwise be applicable at the time.

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="87%">&nbsp;</TD>
</TR>

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<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>1.52</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Delinquency Interest: shall have the meaning set forth in Section&nbsp;14.3.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>1.53</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Delinquent Amount: shall have the meaning set forth in Section&nbsp;14.3.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>1.54</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Delinquent Syndication Party: shall have the meaning set forth in Section&nbsp;14.3.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.55 </B><U>Depreciation</U>: the total depreciation of Borrower and its Consolidated
Subsidiaries as measured in accordance with GAAP.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.56 </B><U>Embargoed Person</U>: shall have the meaning set forth in Section&nbsp;10.15.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.57 </B><U>Environmental Laws</U>: 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.58 </B><U>ERISA</U>: shall have the meaning set forth in Section&nbsp;8.10.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.59 </B><U>ERISA Affiliate</U>: means any corporation or trade or business which is a member of
the same controlled group of corporations (within the meaning of Section 414(b) of the Code) as
Borrower or is under common control (within the meaning of Section 414(c) of the Code) with
Borrower, provided, however, that for purposes of provisions herein concerning minimum funding
obligations (imposed under Section&nbsp;412 of the Code or Section&nbsp;302 of ERISA), the term &#147;ERISA
Affiliate&#148; shall also include any entity required to be aggregated with Borrower under
Section&nbsp;414(m) or 414(o) of the Code.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.60 </B><U>Event of Default</U>: shall have the meaning set forth in Section&nbsp;13.1.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.61 </B><U>Event of Syndication Default</U>: shall have the meaning set forth in
Subsection&nbsp;14.29.1.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.62 </B><U>Executive Order</U>: shall have the meaning set forth in Subsection 8.24.1.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.63 </B><U>Farm Credit System Institution</U>: shall mean any Farm Credit Bank, any Federal
land bank association, any production credit association, the banks for cooperatives, and such
other institutions as may be a part of the Farm Credit System and chartered by and subject to
regulation by the Farm Credit Administration.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.64 </B><U>Fiscal Quarter</U>: each three (3)&nbsp;month period beginning on the first day of each
of the following months: September, December, March and June.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.65 </B><U>Fiscal Year</U>: a year commencing on September 1 and ending on August&nbsp;31.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.66 </B><U>Funded Debt</U>: means, with respect to any Person, at any time, all Debt of such
Person in each case maturing by its terms more than one year after the date of creation thereof, or
which is renewable or extendible at the option of such Person for a period ending more than one (1)
year after the date of creation thereof, and shall include Debt of such maturity created or assumed
by such Person either directly or indirectly, including obligations of such maturity secured by
liens upon property of such Person and upon which such Person customarily pays the interest, and
all obligations of such Person under Capital Leases of such maturity, and the net present value of
obligations under Operating Leases as discounted by a rate of 8.0% per annum, and all obligations
of reimbursement with respect to all letters of credit which support long-term debt, with
expiration dates in excess of one year from the date of issuance thereof.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.67 </B><U>Funding Losses</U>: shall have the meaning set forth in Section&nbsp;5.5.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.68 </B><U>Funding Loss Notice</U>: shall have the meaning set forth in Section&nbsp;5.5.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.69 </B><U>Funding Share</U>: shall mean the amount of any Advance which each Syndication Party
is required to fund, which shall be determined as follows: (a)&nbsp;for an Advance under the 364-Day
Facility (other than pursuant to a Bid Advance or an Overnight Advance), the amount of such Advance
multiplied by such Syndication Party&#146;s Individual 364-Day Pro Rata Share as of the date of the
364-Day Funding Notice for, but without giving effect to, such Advance; (b)&nbsp;for an Advance under a
Bid won by such Syndication Party, the amount of such Bid; and (c)&nbsp;for an Overnight Advance, the
amount determined as provided in Section&nbsp;3.9 hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.70 </B><U>GAAP</U>: generally accepted accounting principles in the United States of America,
as in effect from time to time.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.71 </B><U>Good Faith Contest</U>: means the contest of an item if (a)&nbsp;the item is diligently
contested in good faith by appropriate proceedings timely instituted, (b)&nbsp;either the item is (i)
bonded or (ii)&nbsp;adequate reserves are established with respect to the contested item if and to the
extent required in accordance with GAAP, (c)&nbsp;during the period of such contest, the enforcement of
any contested item is effectively stayed, and (d)&nbsp;the failure to pay or comply with the contested
item could not reasonably be expected to result in a Material Adverse Effect.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.72 </B><U>Governmental Authority</U>: means any nation or government, any state or other
political subdivision thereof, and any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.73 </B><U>Hazardous Substances</U>: dangerous, toxic or hazardous pollutants, contaminants,
chemicals, wastes, materials or substances, as defined in or governed by the provisions of any
Environmental Laws, and also including urea formaldehyde, polychlorinated biphenyls, asbestos,
asbestos-containing materials, nuclear fuel or waste, and petroleum products, or any other waste,
material, substances, pollutant or contaminant which would subject an owner of property to any
damages, penalties or liabilities under any applicable Environmental Laws.

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="87%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>1.74</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Holdout Lender : shall have the meaning set forth in Section&nbsp;14.31.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>1.75</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Indemnified Agency Parties: shall have the meaning set forth in Section&nbsp;14.18.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>1.76</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Indemnified Parties: shall have the meaning set forth in Section&nbsp;12.1.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.77 </B><U>Individual 364-Day Commitment</U>: shall mean with respect to any Syndication Party
the amount shown as its Individual 364-Day Commitment on <U>Schedule&nbsp;1</U> hereto (as may be
amended pursuant to Section&nbsp;2.9), subject to adjustment in the event of the sale of all or a
portion of a Syndication Interest in accordance with Section&nbsp;14.27 hereof, or a reduction in the
364-Day Commitment in accordance with Section&nbsp;2.8 hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.78 </B><U>Individual 364-Day Lending Capacity</U>: shall mean with respect to any Syndication
Party the amount at any time of its Individual 364-Day Commitment, less its Individual Outstanding
364-Day Obligations.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.79 </B><U>Individual Outstanding 364-Day Obligations</U>: shall mean with respect to any
Syndication Party the total at any time, without duplication, of (a)&nbsp;the aggregate outstanding
principal amount of all 364-Day Advances made by such Syndication Party (including, without
duplication, Overnight Advances made by such Syndication Party in its capacity as an Overnight
Lender), (b)&nbsp;the aggregate outstanding principal amount of all Bid Advances made by such
Syndication Party, (c)&nbsp;all of such Syndication Party&#146;s Committed 364-Day Advances, and (d)&nbsp;all of
such Syndication Party&#146;s Committed Bid Advances.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.80 </B><U>Individual 364-Day Pro Rata Share</U>: shall mean with respect to any Syndication
Party a fraction, expressed as a percentage (rounded to 9 decimal points), where the numerator is
such Syndication Party&#146;s Individual 364-Day Commitment less such Syndication Party&#146;s Individual
Outstanding 364-Day Obligations; and the denominator is the 364-Day Commitment less the sum of the
Individual Outstanding 364-Day Obligations of all of the Syndication Parties, determined (a)&nbsp;in the
case of LIBO Rate Loans, at 12:00 noon (Central time) on the Banking Day Borrower delivers a
364-Day Borrowing Notice pursuant to which Borrower requests such LIBO Rate Loan, and (b)&nbsp;in all
other cases, 12:00 noon (Central time) on the Banking Day Borrower delivers a 364-Day Borrowing
Notice or a Bid Request.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.81 </B><U>Intellectual Property</U>: shall have the meaning set forth in Section&nbsp;8.18.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.82 </B><U>Investment</U>: means, with respect to any Person, (a)&nbsp;any loan or advance by such
Person to any other Person, (b)&nbsp;the purchase or other acquisition by such Person of any capital
stock, obligations or securities of, or any capital contribution to, or investment in, or the
acquisition by such Person of all or substantially all of the assets of, or any interest in, any
other Person, (c)&nbsp;any performance or standby letter of credit where (i)&nbsp;that Person has the
reimbursement obligation to the issuer, and (ii)&nbsp;the proceeds of such letter of credit are to be
used for the benefit of any other Person, (d)&nbsp;the agreement by such Person to make funds available
for the benefit of another Person to either cover cost overruns incurred in connection with the
construction of a project or facility, or to fund a debt service reserve account, (e)&nbsp;the agreement
by such Person to assume, guarantee, endorse or otherwise be or become directly or contingently
responsible or liable for the obligations or debts of any other Person (other than by endorsement
for collection in the ordinary course of business), (f)&nbsp;an agreement to purchase any obligations,
stocks, assets, goods or services but excluding an agreement to purchase any assets, goods or
services entered into in the ordinary course of business, (g)&nbsp;an agreement to supply or advance any
assets, goods or services not in the ordinary course of business, or (h)&nbsp;an agreement to maintain
or cause such Person to maintain a minimum working capital or net worth or otherwise to assure the
creditors of any Person against loss.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.83 </B><U>LIBO Rate</U>: the rate for deposits in U.S. dollars with maturities comparable to
the selected LIBO Rate Period as quoted by the British Bankers&#146; Association for the purpose of
displaying London Interbank Offered Rates for U.S. Dollar deposits, determined effective as of
11:00&nbsp;A.M. (London Time) on the day which is two (2)&nbsp;Banking Days prior to the first day of each
LIBO Rate Period, reserve adjusted for Regulation&nbsp;D on a demonstrated basis, with such rate
modified by adding the 364-Day Margin.

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="87%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>1.84</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">LIBO Rate Loan: shall have the meaning set forth in Subsection&nbsp;4.1.2.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>1.85</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">LIBO Rate Period: shall have the meaning set forth in Subsection&nbsp;4.1.2.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>1.86</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">LIBO Request: shall have the meaning set forth in Subsection&nbsp;4.1.2.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>1.87</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Licensing Laws: shall have the meaning set forth in Section&nbsp;8.4.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.88 </B><U>Lien</U>: means with respect to any asset any mortgage, deed of trust, pledge,
security interest, hypothecation, assignment for security purposes, encumbrance, lien (statutory or
other), or other security agreement or charge, or encumbrance of any kind or nature whatsoever
(including, without limitation, any conditional sale, Capital Lease or other title retention
agreement related to such asset).


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.89 </B><U>Loans</U>: shall mean, collectively, all Bid Advances, all Base Rate Loans, all LIBO
Rate Loans, and all Overnight Loans outstanding at any time.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.90 </B><U>Loan Documents</U>: this Credit Agreement and the Notes.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.91 </B><U>Material Adverse Effect</U>: means a material adverse effect on (a)&nbsp;the financial
condition, results of operation, business or property of Borrower; or (b)&nbsp;on the ability of
Borrower to perform its obligations under this Credit Agreement and the other Loan Documents; or
(c)&nbsp;on the ability of the Administrative Agent or the Syndication Parties to enforce their rights
and remedies against Borrower under the Loan Documents.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.92 </B><U>Material Agreements</U>: all agreements of Borrower, the termination or breach of
which, based upon Borrower&#146;s knowledge as of the date of making any representation with respect
thereto, would have a Material Adverse Effect.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.93 </B><U>Multiemployer Plan</U>: means a Plan meeting the definition of a &#147;multiemployer
plan&#148; in Section&nbsp;3(37) of ERISA.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.94 </B><U>NCRA</U>: shall have the meaning set forth in Section&nbsp;11.5.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.95 </B><U>Non-US Lender</U>: shall have the meaning set forth in Section&nbsp;14.30.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.96 </B><U>Note or Notes</U>: the 364-Day Facility Notes, and all amendments, renewals,
substitutions and extensions thereof.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.97 </B><U>OFAC</U>: shall have the meaning set forth in Section&nbsp;10.15.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.98 </B><U>Operating Lease</U>: means any lease of property (whether real, personal or mixed)
by a Person under which such Person is lessee, other than a Capital Lease.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.99 </B><U>Organization Documents</U>: in the case of a corporation, its articles or
certificate of incorporation and bylaws; in the case of a partnership, its partnership agreement
and certificate of limited partnership, if applicable; in the case of a limited liability company,
its articles of organization and its operating agreement.

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="87%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>1.100</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Other List: shall have the meaning set forth in Section&nbsp;10.15.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>1.101</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Overnight Advance: shall have the meaning set forth in Section&nbsp;3.9.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>1.102</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Overnight Advance Request: shall have the meaning set forth in Section&nbsp;3.9.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>1.103</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Overnight Funding Commitment: shall mean $20,000,000.00.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>1.104</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Overnight Lender: shall mean CoBank.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>1.105</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Overnight Maturity Date: shall have the meaning set forth in Section&nbsp;3.9.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>1.106</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Overnight Rate: shall have the meaning set forth in Section&nbsp;3.9.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>1.107</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Payment Account: shall have the meaning set forth in Section&nbsp;14.10.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>1.108</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Payment Distribution: shall have the meaning set forth in Section&nbsp;14.10.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>1.109</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">PBGC: shall have the meaning set forth in Section&nbsp;8.10.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>1.110</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Permitted Encumbrance: shall have the meaning set forth in Section&nbsp;11.3.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.111 </B><U>Person</U>: any individual, sole proprietorship, partnership, joint venture, trust,
unincorporated organization, association, corporation, limited liability company, cooperative
association, institution, government or governmental agency (whether national, federal, state,
provincial, country, city, municipal or otherwise, including without limitation, and
instrumentality, division, agency, body or department thereof), or other entity.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.112 </B><U>Plan</U>: means any plan, agreement, arrangement or commitment which is an employee
benefit plan, as defined in Section&nbsp;3(3) of ERISA, maintained by Borrower or any Subsidiary or any
ERISA Affiliate or with respect to which Borrower or any Subsidiary or any ERISA Affiliate at any
relevant time has any liability or obligation to contribute.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.113 </B><U>Platform</U>: shall have the meaning set forth in Subsection 15.16.2.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.114 </B><U>Potential Default</U>: any event, other than an event described in Section&nbsp;13.1(a)
hereof, which with the giving of notice or lapse of time, or both, would become an Event of
Default.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.115 </B><U>Prohibited Transaction</U>: means any transaction prohibited under Section&nbsp;406 of
ERISA or Section&nbsp;4975 of the Code.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.116 </B><U>Regulatory Change</U>: shall have the meaning set forth in Section&nbsp;15.12.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.117 </B><U>Replacement Lender</U>: shall have the meaning set forth in Section&nbsp;14.31.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.118 </B><U>Reportable Event</U>: means any of the events set forth in Section 4043(b) of ERISA
or in the regulations thereunder.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.119 </B><U>Requested 364-Day Advance</U>: shall mean the amount of Advance requested by
Borrower in any 364-Day Borrowing Notice.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.120 </B><U>Required Lenders</U>: shall mean Syndication Parties (including Voting
Participants) whose aggregate Individual 364-Day Commitments constitute fifty-one percent (51.0%)
or more of the 364-Day Commitment; <U>provided however</U>, if fewer than three Syndication
Parties (including Voting Participants) hold fifty-one percent (51.0%) or more of the 364-Day
Commitment, then the number of Syndication Parties (including Voting Participants) which shall
constitute the Required Lenders shall be not less than (i)&nbsp;all of the Syndication Parties
(including Voting Participants) if there are only one or two Syndication Parties (including Voting
Participants), <U>or</U> (ii)&nbsp;three of the Syndication Parties (including Voting Participants) if
there are three or more Syndication Parties (including Voting Participants) and two of them
together hold fifty-one percent (51.0%) or more of the 364-Day Commitment. Pursuant to Section
14.27 hereof, Voting Participants shall, under the circumstances set forth therein, be entitled to
voting rights and to be included in determining whether certain action is being taken by the
Required Lenders.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.121 </B><U>Required License</U>: shall have the meaning set forth in Section&nbsp;8.09.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.122 </B><U>Restricted Subsidiary</U>: shall mean those Subsidiaries identified on <U>Exhibit
1.123</U> hereto, as it may be amended from time to time with the prior written consent of
Borrower, the Administrative Agent and the Required Lenders.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.123 </B><U>Revolving Loan Credit Agreement</U>: shall mean that certain Credit Agreement
(Revolving Loan) dated as of May&nbsp;18, 2006 by and between Borrower and CoBank, as administrative
agent for all syndication parties thereunder, and as a syndication party thereunder, and the other
syndication parties set forth on the signature pages thereto, as amended from time to time.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.124 </B><U>SDN List</U>: shall have the meaning set forth in Section&nbsp;10.15.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.125 </B><U>Subsidiary</U>: means with respect to any Person: (a)&nbsp;any corporation in which
such Person, directly or indirectly, (i)&nbsp;owns more than fifty percent (50%) of the outstanding
stock thereof, or (ii)&nbsp;has the power under ordinary circumstances to elect at least a majority of
the directors thereof, or (b)&nbsp;any partnership, association, joint venture, limited liability
company, or other unincorporated organization or entity, with respect to which such Person, (i)
directly or indirectly owns more than fifty percent (50%) of the equity interest thereof, or (ii)
directly or indirectly owns an equity interest in an amount sufficient to control the management
thereof. All of Borrower&#146;s Subsidiaries owned as of the Closing Date are set forth on <U>Exhibit
1.126</U> hereto.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.126 </B><U>Successor Agent</U>: such Person as may be appointed as successor to the rights and
duties of the Administrative Agent as provided in Section&nbsp;14.21 of this Credit Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.127 </B><U>Syndication Acquisition Agreement</U>: shall have the meaning set forth in
Section&nbsp;14.26.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.128 </B><U>Syndication Interest</U>: shall have the meaning set forth in Section&nbsp;14.1.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.129 </B><U>Syndication Parties</U>: shall mean those entities listed on <U>Schedule&nbsp;1</U>
hereto as having an Individual 364-Day Commitment and such Persons as shall from time to time
execute (a)&nbsp;a Syndication Acquisition Agreement substantially in the form of <U>Exhibit&nbsp;14.26</U>
hereto signifying their election to purchase all or a portion of the Syndication Interest of any
Syndication Party, in accordance with Section&nbsp;14.26 hereof, and to become a Syndication Party
hereunder; or (b)&nbsp;an Adoption Agreement substantially in the form of <U>Exhibit&nbsp;2.9</U> hereto in
connection with any Commitment Increase as provided in Section&nbsp;2.9 hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.130 </B><U>Syndication Party Advance Date</U>: shall have the meaning set forth in
Section&nbsp;14.2.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.131 </B><U>Term Loan Credit Agreement</U>: shall mean that certain Credit Agreement (10 Year
Term Loan) dated as of December&nbsp;12, 2007 by and between Borrower and CoBank, as administrative
agent for all syndication parties thereunder, and as a syndication party thereunder, and the other
syndication parties set forth on the signature pages thereto, as amended from time to time.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.132 </B><U>364-Day Advance</U>: shall have the meaning set forth in Subsection&nbsp;2.1.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.133 </B><U>364-Day Availability Period</U>: shall mean the period from the Closing Date until
the 364-Day Maturity Date.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.134 </B><U>364-Day Borrowing Notice</U>: shall have the meaning set forth in Section&nbsp;2.3.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.135 </B><U>364-Day Commitment</U>: shall be $500,000,000.00, (as may be amended pursuant to
Section&nbsp;2.9), subject to reduction as provided in Section&nbsp;2.8 hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.136 </B><U>364-Day Facility</U>: shall mean the loan facility made available to Borrower under
Article&nbsp;2 of this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.137 </B><U>364-Day Facility Fee Factor</U>: the 364-Day Facility Fee Factor determined as set
forth in <U>Schedule&nbsp;2</U> hereto and Section&nbsp;4.6 hereof.

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="87%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>1.138</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">364-Day Facility Fee: shall have the meaning set forth in Subsection&nbsp;4.5.1.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>1.139</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">364-Day Facility Note(s): shall have the meaning set forth in Section&nbsp;2.4.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>1.140</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">364-Day Funding Notice: shall have the meaning set forth in Section&nbsp;2.3.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.141 </B><U>364-Day Margin</U>: the 364-Day Margin determined as set forth in <U>Schedule
2</U> hereto and Section&nbsp;4.6 hereto.

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="13%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="82%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>1.142</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">364-Day Maturity Date: February&nbsp;12, 2009.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>1.143</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Transfer: shall have the meaning set forth in Section&nbsp;14.26.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>1.144</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">USA Patriot Act: shall have the meaning set forth in Section&nbsp;8.24.1.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>1.145</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Voting Participant : shall have the meaning set forth in Section&nbsp;14.27.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>1.146</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Wire Instructions: shall have the meaning set forth in Section&nbsp;14.28.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-variant: SMALL-CAPS"><B>ARTICLE 2.</B></FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><FONT style="font-variant: SMALL-CAPS"> <B>364-DAY FACILITY</B></FONT></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>2.1 </B><U>364-Day Facility Loan</U>. On the terms and conditions set forth in this Credit
Agreement, and so long as no Event of Default or Potential Default has occurred (or if a Potential
Default or an Event of Default has occurred, it has been waived in writing by the Administrative
Agent pursuant to the provisions of Section&nbsp;14.9 hereof), each of the Syndication Parties severally
agrees to advance funds under the 364-Day Facility (each a &#147;<B>364-Day Advance</B>&#148;) upon receipt of a
364-Day Funding Notice from time to time during the 364-Day Facility Availability Period, subject
to the following limits:


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>2.1.1 </B><U>Individual Syndication Party 364-Day Commitment</U>. No Syndication Party shall be
required or permitted to make a 364-Day Advance which would exceed its Individual 364-Day Lending
Capacity as in effect at the time of the Administrative Agent&#146;s receipt of the 364-Day Borrowing
Notice requesting such 364-Day Advance.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>2.1.2 </B><U>Individual Syndication Party 364-Day Pro Rata Share</U>. No Syndication Party shall
be required or permitted to fund a 364-Day Advance under the 364-Day Facility in excess of an
amount equal to its Individual 364-Day Pro Rata Share multiplied by the amount of the requested
364-Day Advance. Each Syndication Party agrees to fund its Individual 364-Day Pro Rata Share of
each 364-Day Advance, except as provided in Article&nbsp;3 hereof regarding Bid Advances.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>2.2 </B><U>364-Day Commitment</U>. Borrower shall not be entitled to request a 364-Day Advance
in an amount which, when added to the aggregate Individual Outstanding 364-Day Obligations of all
Syndication Parties, would exceed the 364-Day Commitment.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>2.3 </B><U>364-Day Borrowing Notice; Funding Notice</U>. Borrower shall give the Administrative
Agent prior written notice by facsimile (effective upon receipt) of each request for a 364-Day
Advance (a)&nbsp;in the case of a Base Rate Loan, on or before 11:00&nbsp;A.M. (Central time) on the day of
making such Base Rate Loan, and (b)&nbsp;in the case of a LIBO Rate Loan, on or before 11:00&nbsp;A.M.
(Central time) at least three (3)&nbsp;Banking Days prior to the date of making such LIBO Rate Loan.
Each notice must be in substantially the form of <U>Exhibit&nbsp;2.3</U> hereto (&#147;<B>364-Day Borrowing
Notice</B>&#148;) and must specify (w)&nbsp;the amount of such 364-Day Advance, (x)&nbsp;the proposed date of making
such 364-Day Advance, (y)&nbsp;whether Borrower requests that the 364-Day Advance will bear interest at
(i)&nbsp;the Base Rate (the amount that is to bear interest at the Base Rate must be a minimum of
$10,000,000.00 and in incremental multiples of $1,000,000.00) or (ii)&nbsp;the LIBO Rate (the amount
that is to bear interest at the LIBO Rate must be a minimum of $10,000,000.00 and in incremental
multiples of $1,000,000.00), and (z)&nbsp;in the case of a LIBO Rate Loan, the initial LIBO Rate Period
applicable thereto. The Administrative Agent shall, on or before 12:00 noon (Central time) of the
same Banking Day, notify each Syndication Party (&#147;<B>364-Day Funding Notice</B>&#148;) of its receipt of each
such 364-Day Borrowing Notice and the amount of such Syndication Party&#146;s Funding Share thereunder.
Not later than 2:00 P.M. (Central time) on the date of a 364-Day Advance, each Syndication Party
will make available to the Administrative Agent at the Administrative Agent&#146;s Office, in
immediately available funds, such Syndication Party&#146;s Funding Share of such 364-Day Advance. After
the Administrative Agent&#146;s receipt of such funds, but not later than 3:00 P.M. (Central time), and
upon fulfillment of the applicable conditions set forth in Article&nbsp;9 hereof, the Administrative
Agent will make such 364-Day Advance available to Borrower, in immediately available funds, and
will transmit such funds by wire transfer to Borrower&#146;s Account. A 364-Day Advance may be
requested by the Overnight Lender as provided in Section&nbsp;3.9 hereof, by a written notice to the
Administrative Agent generally complying with the requirements set forth above for a 364-Day
Borrowing Notice, provided that such 364-Day Advance shall bear interest at the Base Rate.
Thereafter, the Administrative Agent shall send out a 364-Day Funding Notice, each Syndication
Party shall make available to the Administrative Agent such Syndication Party&#146;s Funding Share
thereof as provided above, and the Administrative Agent shall transmit such funds by wire transfer
to the Overnight Lender.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>2.4 </B><U>Promise to Pay; 364-Day Facility Promissory Notes</U>. Borrower promises to pay to
the order of each Syndication Party at the office of the Administrative Agent at 5500 South Quebec
Street, Greenwood Village, Colorado 80111, or such other place as the Administrative Agent shall
direct in writing, an amount equal to (a)&nbsp;the outstanding amount of (i)&nbsp;364-Day Advances(including
Overnight Advances if any) and (ii)&nbsp;Bid Advances, in each case made by such Syndication Party, plus
(b)&nbsp;any Bank Debt owing hereunder to such Syndication Party, plus (c)&nbsp;interest as set forth herein,
payable to such Syndication Party for the account of its Applicable Lending Office. All such
amounts are to be payable in the manner and at the time set forth in this Credit Agreement. At the
request of any Syndication Party, made to the Administrative Agent, which shall then provide notice
to Borrower, Borrower, to further evidence its obligations to such Syndication Party as set forth
above in this Section, agrees to execute its promissory note in substantially the form of
<U>Exhibit&nbsp;2.4</U> hereto duly completed, in the stated maximum principal amount equal to such
Syndication Party&#146;s Individual 364-Day Commitment, dated the date of this Credit Agreement, payable
to such Syndication Party for the account of its Applicable Lending Office, and maturing as to
principal on the 364-Day Maturity Date (each a &#147;<B>364-Day Facility Note</B>&#148; and collectively, the
&#147;<B>364-Day Facility Notes</B>&#148;).


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>2.5 </B><U>Syndication Party Records</U>. Each Syndication Party shall record on its books and
records the amount of each 364-Day Advance, the rate and interest period applicable thereto, all
payments of principal and interest, and the principal balance from time to time outstanding. Each
Syndication Party&#146;s record thereof shall be prima facie evidence as to all such amounts and shall
be binding on Borrower absent manifest error. Notwithstanding the foregoing, Borrower will never
be required to pay to any Syndication Party as principal more than the principal amount of the
364-Day Advances and Bid Advances funded by such Syndication Party.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>2.6 </B><U>Use of Proceeds</U>. The proceeds of the 364-Day Advances will be used by Borrower
(a)&nbsp;to fund working capital requirements, (b)&nbsp;for general corporate purposes, and (c)&nbsp;to pay off
Overnight Advances (at the request of either Borrower or the Overnight Lender), and Borrower agrees
not to request or use such proceeds for any other purpose. Borrower will not, directly or
indirectly, use any part of such proceeds for the purpose of purchasing or carrying any margin
stock within the meaning of Regulation&nbsp;U of the Board of Governors or to extend credit to any
Person for the purpose of purchasing or carrying any such margin stock.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>2.7 </B><U>Syndication Party Funding Failure</U>. The failure of any Syndication Party to fund
its Funding Share of any requested 364-Day Advance or to fund any Bid Advance to be made by it on
the date specified for such Advance shall not relieve any other Syndication Party of its obligation
(if any) to fund its Funding Share of any Advance on such date, but, except as provided in Sections
3.8 and 3.10 hereof, no Syndication Party shall be responsible for the failure of any other
Syndication Party to make any Advance to be made by such other Syndication Party.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>2.8 </B><U>Reduction of 364-Day Commitment</U>. Borrower may, by written facsimile notice to the
Administrative Agent on or before 10:00&nbsp;A.M. (Central time) on any Banking Day, irrevocably reduce
the 364-Day Commitment; provided that (a)&nbsp;such reduction must be in multiples of one-million
dollars ($1,000,000.00), and (b)&nbsp;Borrower must simultaneously make any principal payment necessary
(along with any applicable Funding Losses on account of such principal payment) so that (i)&nbsp;the
aggregate amount of the Individual Outstanding 364-Day Obligations of all Syndication Parties does
not exceed the reduced 364-Day Commitment on the date of such reduction, and (ii)&nbsp;the Individual
Outstanding 364-Day Obligations owing to any Syndication Party do not exceed the Individual 364-Day
Commitment of that Syndication Party (after reduction thereof in accordance with the following
sentence). In the event the 364-Day Commitment is reduced as provided in the preceding sentence,
then the Individual 364-Day Commitment of each Syndication Party shall be reduced in the same
proportion as the Individual 364-Day Commitment of such Syndication Party bears to the 364-Day
Commitment before such reduction.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>2.9 </B><U>Increase of 364-Day Commitment</U>. Borrower shall have the right to increase the
364-Day Commitment (&#147;<B>Commitment Increase</B>&#148;) from time to time by an amount of up to $100,000,000 in
the aggregate; provided that each of the following conditions has been satisfied: (a)&nbsp;no Event
Default or Potential Default has occurred (or if a Potential Default or an Event of Default has
occurred, it has been waived in writing by the Administrative Agent pursuant to the provisions of
Section&nbsp;14.9 hereof); (b)&nbsp;Borrower has submitted to the Administrative Agent a written request for
such Commitment Increase, specifying (i)&nbsp;the aggregate dollar amount thereof, which shall be a
minimum of $20,000,000 and in increments of $1,000,000.00, (ii)&nbsp;the name of one or more financial
institutions or Farm Credit System Institutions (which, in any case, may be an existing Syndication
Party hereunder) that has committed to provide funding of the Commitment Increase pursuant to the
terms of, and as a Syndication Party under, this Agreement (each a &#147;<B>Funding Source</B>&#148;), and (iii)&nbsp;the
amount of the Commitment Increase which each such Funding Source has committed to provide, which
must be a minimum $5,000,000 and in increments of $1,000,000.00; (c)&nbsp;each Funding Source has,
unless it is at such time a Syndication Party hereunder, executed an agreement in the form of
Exhibit&nbsp;2.9 hereto (&#147;<B>Adoption Agreement</B>&#148;); (d)&nbsp;the Administrative Agent has approved each Funding
Source as a Syndication Party hereunder (unless such Funding Source is already a Syndication
Party), which approval shall not be unreasonably withheld, (e)&nbsp;each Funding Source has remitted to
the Administrative Agent, by wire transfer in accordance with the Wire Instructions, the amount
directed by the Administrative Agent so that such Funding Source will have funded its share (based
on such Funding Source&#146;s Individual 364-Day Pro Rata Share as recalculated as provided in clause
(w)&nbsp;below in this Section) of all outstanding Advances other than Bid Advances and Overnight
Advances, to the extent not previously funded by such Funding Source; and (f)&nbsp;Borrower has if
requested by such Funding Source(s), executed such additional 364-Day Facility Notes payable to
such Funding Source(s) and in such amounts, as the Administrative Agent shall require to reflect
the Commitment Increase. Upon the satisfaction of each of the foregoing conditions, (v)&nbsp;the 364-Day
Commitment shall be automatically increased by the amount of the Commitment Increase; (w)&nbsp;the
Individual 364-Day Pro Rata Share of each of the Syndication Parties, including the Funding
Source(s), shall be recalculated by the Administrative Agent to reflect the amount of the
Commitment Increase which each such Funding Source has committed to provide, and the amount of the
Commitment Increase; (x)&nbsp;the Funding Source(s) shall be allocated a share of all existing 364-Day
Advances, other than Bid Advances and Overnight Advances, and any such amounts remitted pursuant to
clause (e)&nbsp;above shall be allocated among, and paid over to, those Persons who were Syndication
Parties prior to the Commitment Increase, based on their Individual 364-Day Pro Rata Shares as they
existed prior to the Commitment Increase, to reflect a reduction in their share of outstanding
364-Day Advances (other than Bid Advances and Overnight Advances); (y)&nbsp;to the extent that any
Syndication Party is entitled to recover Funding Losses on account of having been allocated any
portion of the amounts remitted pursuant to clause (e)&nbsp;above, Borrower shall pay to the
Administrative Agent the amount of such Funding Losses which the Administrative Agent shall then
forward to such Syndication Party; and (z)&nbsp;the Administrative Agent shall revise Schedule&nbsp;1 to
reflect the Commitment Increase.


<P align="left" style="font-size: 12pt"><FONT style="font-variant: SMALL-CAPS"><B>ARTICLE 3.</B></FONT> <FONT style="font-variant: SMALL-CAPS"> <B>BID RATE FACILITY; OVERNIGHT FACILITY</B>
</FONT>

<P align="left" style="font-size: 12pt; text-indent: 4%"><B>3.1 </B><U>364-Day Facility Bid Rate Loans</U>. Subject to the terms and conditions of this
Agreement, including the procedures set forth in Article&nbsp;3 hereof, each Syndication Party may in
its sole discretion make Advances (each Advance made by a Syndication Party pursuant to this
Section a &#147;<B>Bid Advance</B>&#148; and the total of such Advances made by the Syndication Parties the &#147;<B>Bid
Rate Loans</B>&#148;) to Borrower from time to time during the 364-Day Facility Availability Period,
provided that:


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>3.1.1 </B><U>Individual 364-Day Commitment</U>. No Syndication Party shall be permitted to make
a Bid Advance under the 364-Day Facility which, when added to its aggregate Individual Outstanding
364-Day Obligations, would exceed such Syndication Party&#146;s Individual 364-Day Commitment.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>3.1.2 </B><U>364-Day Commitment</U>. Borrower may not make a Bid Request in an amount which,
when added to the aggregate Individual Outstanding 364-Day Obligations of all Syndication Parties,
would exceed the 364-Day Commitment.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>3.1.3 </B><U>Amounts</U>. Each Bid Request shall be in an amount at least equal to five million
dollars ($5,000,000) and in integral multiples of one million dollars ($1,000,000), and each Bid
shall be in an amount at least equal to one million dollars ($1,000,000) or the amount remaining
under the Individual 364-Day Commitment of the Syndication Party submitting such Bid, if less.
Each Bid Advance made by a Syndication Party will be in the amount of its Bids, or portions
thereof, under the 364-Day Facility that are accepted by Borrower in accordance with Section&nbsp;3.4
hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>3.2 </B><U>Bid Request</U>. No more frequently than once each Banking Day, Borrower may request
offers from all Syndication Parties, acting severally and not jointly, to make Bid Advances by
giving the Bid Agent notice by facsimile (effective upon receipt), substantially in the form of
<U>Exhibit&nbsp;3.2</U> hereto (&#147;<B>Bid Request</B>&#148;) on or before 9:00 A.M. (Central time) on the Banking Day
the proposed Bid Rate Loan is to be made. By 9:30 A.M. (Central time) of the same Banking Day, the
Bid Agent shall, by facsimile transmission, send to all of the Syndication Parties eligible to
receive a Bid Request a copy of such Bid Request. Each Bid Request must specify (a)&nbsp;the total
amount of such requested Bid Advances, (b)&nbsp;the individual amount of each requested Bid Advance with
a different proposed Bid Maturity Date, (c)&nbsp;the proposed Banking Day of making such Bid Advance
(which shall be the same Banking Day on which the Bid Request is submitted), and (d)&nbsp;the proposed
maturity dates for such Bid Advances (each a &#147;<B>Bid Maturity Date</B>&#148;) which must be Banking Days and
which must not extend more than thirty (30)&nbsp;days beyond the 364-Day Maturity Date. Borrower may
request offers to make more than one Bid Rate Loan (up to a maximum of five (5)&nbsp;Bid Rate Loans in a
single Bid Request), each with a different Bid Maturity Date, in a single Bid Request.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>3.3 </B><U>Bid Procedure</U>. Each Syndication Party may, in its sole discretion, submit to the
Bid Agent a written quote, substantially in the form of <U>Exhibit&nbsp;3.3</U> hereto (&#147;<B>Bid</B>&#148;),
containing an offer or offers to make one or more Bid Advances in a specified amount or amounts in
response to such Bid Request (and may elect to bid with respect to any or all Bid Advances with
different Bid Maturity Dates specified in the Bid Request); provided, however, each Syndication
Party is limited to one Bid submission per Bid Request (which may cover more than one Bid Maturity
Date) and a Syndication Party may not submit a Bid in an amount in excess of such Syndication
Party&#146;s Individual 364-Day Lending Capacity. A Bid may set forth offers for up to five (5)
separate Bid Rates for each of the applicable Bid Advances, provided that each Bid shall specify
the aggregate principal amount of Bid Advances for all Bid Maturity Dates that the Syndication
Party submitting such Bid is willing to make at the interest rate or rates specified in such Bid
(each a &#147;<B>Bid Rate</B>&#148;) pursuant to such Bid. Each Bid by a Syndication Party (other than by the Bid
Agent acting in its capacity as a Syndication Party) must be submitted to the Bid Agent by
facsimile not later than 10:15&nbsp;A.M. (Central time) on the same Banking Day. The Bid Agent, in its
capacity as a Syndication Party, may submit Bids; provided such Bids must be finalized not later
than 10:00&nbsp;A.M. (Central time) on the same Banking Day. Each Bid shall be irrevocable. The Bid
Agent shall disregard a Bid if it (a)&nbsp;is not substantially in conformity with <U>Exhibit&nbsp;3.3</U>
hereto, (b)&nbsp;contains qualifying or conditional language, (c)&nbsp;proposes terms other than or in
addition to those set forth in the applicable Bid Request, or (d)&nbsp;arrives after the applicable time
set forth in this Section. By 10:30&nbsp;A.M. (Central time) on the same Banking Day, the Bid Agent
shall send copies of all Bids to Borrower by facsimile (&#147;<B>Bid Results Notice</B>&#148;).


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>3.4 </B><U>Bid Acceptance Procedure</U>. Not later than 11:00&nbsp;A.M. (Central time) on the same
Banking Day, Borrower shall provide to the Bid Agent by facsimile notice, in the form of
<U>Exhibit&nbsp;3.4</U> hereto, of its acceptance or rejection of each of the Bids submitted to
Borrower by the Bid Results Notice (&#147;<B>Bid Selection Notice</B>&#148;). In the case of each acceptance the
Bid Selection Notice shall specify the aggregate principal amount of Bid Advances for each of the
Bids that are accepted. Regardless of the amounts or interest rates bid by any Syndication Party,
Borrower may accept or decline any Bid in whole or in part, provided that (a)&nbsp;the aggregate
principal amount of Bid Advances accepted may not exceed the applicable amount set forth in the
related Bid Request, and (b)&nbsp;Borrower may not accept any offer that fails to comply with this
Article&nbsp;3. Bids not accepted by 11:00&nbsp;A.M. will be irrevocably deemed to have been rejected by
Borrower. No later than 12:00 noon (Central time) on the same Banking Day, the Bid Agent shall
send, by facsimile, a copy of such Bid Selection Notice to the Administrative Agent and each
Syndication Party which submitted a Bid.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>3.5 </B><U>Bid Rate Loan Funding</U>. Not later than 2:00 P.M. (Central time) on the same
Banking Day, each Syndication Party that is to make one or more Bid Advances in accordance with the
Bid Selection Notice shall make available to the Administrative Agent at the Administrative Agent&#146;s
Office, in immediately available funds, an amount sufficient to fund such Bid Advances. After the
Administrative Agent&#146;s receipt of such funds, but not later than 3:00 P.M. (Central time), and upon
fulfillment of the applicable conditions set forth in Article&nbsp;9 hereof, the Administrative Agent
will make the proceeds of such Bid Advances available to Borrower, in immediately available funds,
and will transmit such funds by wire transfer to Borrower&#146;s Account.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>3.6 </B><U>Syndication Party Funding Failure</U>. In the event any Syndication Party fails to
make any requested Bid Advance to be made by it on the date specified for such Advance, the
Administrative Agent (in that capacity) will advance such funds to Borrower on behalf of such
Syndication Party in its role and capacity as the Administrative Agent, and therefore
notwithstanding limitations, if any, contained herein relating to the Administrative Agent in its
role as a Syndication Party, including its Individual 364-Day Commitment or Individual 364-Day
Lending Capacity. In the event of the funding of any such Advance by the Administrative Agent, the
Syndication Party failing to fund such Advance will be treated as a Delinquent Syndication Party
under Section&nbsp;14.3 hereof, and the Administrative Agent will be treated as a Contributing
Syndication Party under such Section.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>3.7 </B><U>364-Day Facility Bid Rate Loans</U>. Notwithstanding any other provision in this
Credit Agreement that may be construed to the contrary, in the event that a Syndication Party, at
its sole discretion, makes a Bid Advance to Borrower with a Bid Maturity Date later than the
364-Day Maturity Date; and (a) (i)&nbsp;the 364-Day Maturity Date is subsequently extended by amendment
to this Credit Agreement; and (ii)&nbsp;such Syndication Party does not renew its Individual 364-Day
Commitment at a level at least equal to the outstanding amount of such 364-Day Advance, then, in
such case, such outstanding amount will be due and payable by Borrower, and accepted by such
Syndication Party, on the 364-Day Maturity Date (as in effect prior to such extension thereof)
without any liability for Funding Losses on such amount; or (b)&nbsp;the 364-Day Maturity Date is not
subsequently extended by amendment to this Credit Agreement, then, in each such case, such
outstanding amount will be repaid by Borrower in accordance with the terms of this Credit Agreement
(including provision for Funding Losses) and this Credit Agreement will be deemed to continue in
force for the limited purpose of facilitating such payments.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>3.8 </B><U>Failure to Implement Bid Process</U>. In the event the Bid Agent fails to hold an
auction pursuant to a proper Bid Request, the Administrative Agent (in that capacity) will make an
Advance to Borrower on behalf of all Syndication Parties, in the amount of each Bid Advance
requested in such Bid Request to bear interest at the then current Base Rate to be repaid out of
proceeds of Bid Advances on the next Banking Day, and will cause the Bid Agent to hold the auction
for such Bid Advances the following Banking Day.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>3.9 </B><U>Overnight Advances</U>. In addition to Borrower&#146;s right to request a 364-Day Advance
under Article&nbsp;2 hereof or a Bid Advance under Section&nbsp;3.1 hereof, Borrower may, subject to the
terms and conditions of this Section, at any time before 2:30 P.M. (Central time) on a Banking Day,
request the Overnight Lender to make an Advance to Borrower under the 364-Day Facility on the same
Banking Day (&#147;<B>Overnight Advance</B>&#148;) in accordance with the provisions of this Section. Each Banking
Day by 10:30&nbsp;A.M. (Central time) the Overnight Lender shall notify Borrower of the interest rate
(&#147;<B>Overnight Rate</B>&#148;) that it will charge on all Overnight Advances made that Banking Day. Borrower&#146;s
request for an Overnight Advance (&#147;<B>Overnight Advance Request</B>&#148;) may be made orally or in writing by
facsimile (if orally, shall be confirmed in writing on the same Banking Day), must be directed to
the Overnight Lender, and must specify (a)&nbsp;the amount of such Advance, and (b)&nbsp;the date when such
Overnight Advance will be due and payable (&#147;<B>Overnight Maturity Date</B>&#148;), which may not be later than
the fifth (5<sup>th</sup>) Banking Day thereafter. If Borrower submits an Overnight Advance
Request, the Overnight Lender shall promptly, but not later than 3:30 P.M. on the same Banking Day,
fund such Overnight Advance and advise the Administrative Agent in writing of the amount, Overnight
Rate and Overnight Maturity Date of such Overnight Advance. Each Overnight Advance shall bear
interest at the applicable Overnight Rate and shall be payable in full, including interest, on the
Overnight Maturity Date applicable to such Overnight Advance. Such payment may, at Borrower&#146;s
discretion, and subject to the conditions of this Credit Agreement, be made by an Advance under the
364-Day Facility. Overnight Advances shall be made only by the Overnight Lender. Borrower&#146;s
entitlement to receive, and the Overnight Lender&#146;s obligation to fund, any Overnight Advance shall
be subject to the conditions and limitations set forth in Section&nbsp;2.1 hereof and applicable to
364-Day Advances generally, and, in addition, the aggregate outstanding principal amount of all
such Overnight Advances shall not at any time exceed the Overnight Funding Commitment. At the sole
discretion of the Overnight Lender, any Overnight Advance may be paid off at any time by a 364-Day
Advance requested by the Overnight Lender.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>3.10 </B><U>Overnight Lender Funding Failure</U>. In the event the Overnight Lender fails to
make any requested Overnight Advance to be made by it on the date specified for such Advance, the
Administrative Agent (in that capacity) may, in its sole and absolute discretion and in its role
and capacity of the Administrative Agent, advance such funds to Borrower on behalf of such
Overnight Lender, notwithstanding limitations, if any, contained herein relating to the
Administrative Agent in its role as a Syndication Party, including its Individual 364-Day
Commitment or Individual 364-Day Lending Capacity. In the event of any such advance by the
Administrative Agent, the Overnight Lender will be treated as a Delinquent Syndication Party under
Section&nbsp;14.3 hereof, and the Administrative Agent will be treated as a Contributing Syndication
Party under such Section.


<P align="left" style="font-size: 12pt"><FONT style="font-variant: SMALL-CAPS"><B>ARTICLE 4.</B></FONT> <FONT style="font-variant: SMALL-CAPS"> <B>INTEREST AND FEES</B>
</FONT>

<P align="left" style="font-size: 12pt; text-indent: 4%"><B>4.1 </B><U>Interest</U>. Except as provided in Article&nbsp;3 hereof, interest on all Loans shall be
calculated as follows:


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>4.1.1 </B><U>Base Rate Option</U>. Unless Borrower requests and receives a LIBO Rate Loan
pursuant to Subsection 4.1.2 hereof, the outstanding principal balance owing hereunder for 364-Day
Advances shall bear interest at the Base Rate (each a &#147;<B>Base Rate Loan</B>&#148;). Base Rate Loans must be
in minimum amounts of $10,000,000.00 and in incremental multiples of $1,000,000.00.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>4.1.2 </B><U>LIBO Rate Option</U>. From time to time, and so long as no Event of Default has
occurred and is continuing, at the request of Borrower included in a 364-Day Borrowing Notice, all
or any part of the outstanding principal balance owing hereunder for 364-Day Advances may bear
interest at the LIBO Rate (each a &#147;<B>LIBO Rate Loan</B>&#148;); provided that Borrower may have no more than
ten (10)&nbsp;LIBO Rate Loans outstanding at any time. To effect this option, the 364-Day Borrowing
Notice must specify (a)&nbsp;the principal amount that is to bear interest at the LIBO Rate, which must
be a minimum of $10,000,000.00 and in incremental multiples of $1,000,000.00 and (b)&nbsp;the period
selected by Borrower during which the LIBO Rate is to be applied (&#147;<B>LIBO Rate Period</B>&#148;), which may be
any period of one, two, three, or six months, but must expire no later than the 364-Day Maturity
Date. In addition, Borrower may convert any Base Rate Loan to a LIBO Rate Loan, or continue a LIBO
Rate Loan, by making a written request therefore (&#147;<B>LIBO Request</B>&#148;) to the Administrative Agent by
facsimile at least three (3)&nbsp;Banking Days prior to the first date of the LIBO Rate Period
therefore, specifying (y)&nbsp;the principal amount that is to bear interest at the LIBO Rate, which
must be a minimum of $10,000,000.00 and in incremental multiples of $1,000,000.00 and (z)&nbsp;the LIBO
Rate Period selected by Borrower during which the LIBO Rate is to be applied. The Administrative
Agent shall incur no liability in acting upon a request which it believed in good faith had been
made by a properly authorized employee of Borrower. Following the expiration of the LIBO Rate
Period for any LIBO Rate Loan, interest shall automatically accrue at the Base Rate unless Borrower
requests and receives another LIBO Rate Loan as provided in this Subsection.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>4.2 </B><U>Additional Provisions for LIBO Rate Loans</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>4.2.1 </B><U>Limitation on LIBO Rate Loans</U>. Anything herein to the contrary notwithstanding,
if, on or prior to the determination of the LIBO Rate for any LIBO Rate Period:


<P align="left" style="font-size: 12pt; text-indent: 11%">(a)&nbsp;The Administrative Agent determines (which determination shall be conclusive) that
quotations of interest rates in accordance with the definition of LIBO Rate are not being provided
in the relevant amounts or for the relevant maturities for purposes of determining rates of
interest for LIBO Rate Loans as provided in this Credit Agreement; or


<P align="left" style="font-size: 12pt; text-indent: 11%">(b)&nbsp;any Syndication Party determines (which determination shall be conclusive) that the
relevant rates of interest referred to in the definition of LIBO Rate upon the basis of which the
rate of interest for LIBO Rate Loans for such LIBO Rate Period is to be determined do not
adequately cover the cost to the Syndication Parties of making or maintaining such LIBO Rate Loans
for such LIBO Rate Period;


<P align="left" style="font-size: 12pt">then the Administrative Agent shall give Borrower prompt notice thereof, and so long as such
condition remains in effect, in the case of clause (a)&nbsp;above, the Syndication Parties, and in the
case of clause (b)&nbsp;above, the Syndication Party that makes the determination, shall be under no
obligation to make LIBO Rate Loans, convert Base Rate Loans into LIBO Rate Loans, or continue LIBO
Rate Loans, and Borrower shall, on the last days of the then current applicable LIBO Rate Periods
for the outstanding LIBO Rate Loans, either prepay such LIBO Rate Loans or such LIBO Rate Loans
shall automatically be converted into a Base Rate Loan in accordance with Section&nbsp;4.1.1 hereof.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>4.2.2 </B><U>LIBO Rate Loan Unlawful</U>. If any law, treaty, rule, regulation or determination
of a court or governmental authority or any change therein or in the interpretation or application
thereof subsequent to the Closing Date (each, a &#147;<B>Change in Law</B>&#148;) shall make it unlawful for any of
the Syndication Parties to (a)&nbsp;advance its Funding Share of any LIBO Rate Loan or (b)&nbsp;maintain its
share of all or any portion of the LIBO Rate Loans, each such Syndication Party shall promptly, by
telephone (in which case it must be promptly followed by a writing) or facsimile, notify the
Administrative Agent thereof, and of the reasons therefor and the Administrative Agent shall
promptly notify Borrower thereof and shall provide a copy of such written notice to Borrower. In
the former event, any obligation of any such Syndication Party to make available its Funding Share
of any future LIBO Rate Loan shall immediately be canceled (and, in lieu thereof shall be made as a
Base Rate Loan), and in the latter event, any such unlawful LIBO Rate Loans or portions thereof
then outstanding shall be converted, at the option of such Syndication Party, to a Base Rate Loan;
provided, however, that if any such Change in Law shall permit the LIBO Rate to remain in effect
until the expiration of the LIBO Rate Period applicable to any such unlawful LIBO Rate Loan, then
such LIBO Rate Loan shall continue in effect until the expiration of such LIBO Rate Period. Upon
the occurrence of any of the foregoing events on account of any Change in Law, Borrower shall pay
to the Administrative Agent immediately upon demand such amounts as may be necessary to compensate
any such Syndication Party for any fees, charges, or other costs incurred or payable by such
Syndication Party as a result thereof and which are attributable to any LIBO Rate Loan made
available to Borrower hereunder, and any reasonable allocation made by any such Syndication Party
among its operations shall be conclusive and binding upon Borrower absent manifest error.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>4.2.3 </B><U>Treatment of Affected Loans</U>. If the obligations of any Syndication Party to
make or continue LIBO Rate Loans, or to convert Base Rate Loans into LIBO Rate Loans, are suspended
pursuant to Subsection 4.2.1 or 4.2.2 hereof (all LIBO Rate Loans so affected being herein called
&#147;<B>Affected Loans</B>&#148;), such Syndication Party&#146;s Affected Loans shall, on the last day(s) of the then
current LIBO Rate Period(s) for the Affected Loans (or, in the case of a conversion required by
Subsection 4.2.1 or 4.2.2, on such earlier date as such Syndication Party may specify to Borrower),
be automatically converted into Base Rate Loans for the account of such Syndication Party. To the
extent that such Syndication Party&#146;s Affected Loans have been so converted, all payments and
prepayments of principal which would otherwise be applied to such Syndication Party&#146;s Affected
Loans shall be applied instead to its Base Rate Loans. All Advances which would otherwise be made
or continued by such Syndication Party as LIBO Rate Loans shall be made or continued instead as
Base Rate Loans, and all Base Rate Loans of such Syndication Party which would otherwise be
converted into LIBO Rate Loans shall remain as Base Rate Loans.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>4.3 </B><U>Default Interest Rate</U>. All past due payments on 364-Day Advances, Bid Advances,
Overnight Advances, or of any other Bank Debt (whether as a result of nonpayment by Borrower when
due, at maturity, or upon acceleration) shall bear interest at the Default Interest Rate from and
after the due date for the payment, or on the date of maturity or acceleration, as the case may be.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>4.4 </B><U>Interest Calculation</U>. Interest on all Loans shall be calculated on the actual
number of days the principal owing thereunder is outstanding with the daily rate calculated on the
basis of a year consisting of 360&nbsp;days. In calculating interest, the Advance Date shall be
included and the date each payment is received shall be excluded.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>4.5 </B><U>Fees</U>. Borrower shall pay or cause to be paid the following fees:


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>4.5.1 </B><U>364-Day Facility Fee</U>. A non-refundable fee (&#147;<B>364-Day Facility Fee</B>&#148;) calculated
in arrears as of the end of each of Borrower&#146;s Fiscal Quarters following the Closing Date, until
the Loans are paid in full, and the Syndication Parties have no further obligation to make Advances
hereunder. The 364-Day Facility Fee for each such period shall be equal to (a)&nbsp;the average daily
364-Day Commitment in effect during such period, (b)&nbsp;multiplied by the average daily 364-Day
Facility Fee Factor in effect during such period, as converted to a daily rate using a year of 360
days, (c)&nbsp;with the product there of being further multiplied by the number of days in such period.
The 364-Day Facility Fee shall be payable to the Administrative Agent in arrears on the Banking Day
coinciding with, or immediately preceding the fifth day after the close of each such Fiscal
Quarter, for distribution to each Syndication Party in the ratio that its Individual 364-Day
Commitment bears to the 364-Day Commitment as calculated by the Administrative Agent on the last
day of each such period.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>4.6 </B><U>364-Day Margin; 364-Day Facility Fee Factor</U>. If the Compliance Certificate with
respect to any Fiscal Quarter is not received by the Administrative Agent by the date required as
provided in Subsections 10.2.1 and 10.2.2 hereof, the 364-Day Margin and the 364-Day Facility Fee
Factor, for the period commencing on the first day of the Fiscal Quarter commencing immediately
after the Fiscal Quarter for which such Compliance Report was required, shall be 77.5 basis points
and 20.0 basis points, respectively for that entire Fiscal Quarter.


<P align="left" style="font-size: 12pt"><FONT style="font-variant: SMALL-CAPS"><B>ARTICLE 5.</B></FONT> <FONT style="font-variant: SMALL-CAPS"> <B>PAYMENTS; FUNDING LOSSES</B>
</FONT>

<P align="left" style="font-size: 12pt; text-indent: 4%"><B>5.1 </B><U>Principal Payments</U>. Principal shall be payable under the 364-Day Facility on the
364-Day Maturity Date; provided that (a)&nbsp;principal owing on all Bid Advances shall be payable (i)
on the Bid Maturity Date as provided in the Bid under which such Bid Advance was made, if such date
is earlier than the 364-Day Maturity Date, and (ii)&nbsp;as provided in Section&nbsp;3.7 hereof, (b)
principal owing on all Overnight Advances shall be payable on the applicable Overnight Maturity
Date, and (c)&nbsp;prepayments may be made only as provided in Section&nbsp;5.5 hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>5.2 </B><U>Interest Payments</U>. Interest shall be payable as follows: (a)&nbsp;interest on Base
Rate Loans shall be payable monthly in arrears on the first Banking Day of the next month, (b)
interest on LIBO Rate Loans shall be payable on the last day of the LIBO Rate Period therefor
unless the LIBO Rate Period is longer than three (3)&nbsp;months, in which case interest shall also be
payable on each three month anniversary of the first day of the applicable LIBO Rate Period, (c)
interest on each Bid Rate Loan shall be payable on the Bid Maturity Date therefor unless the Bid
Maturity Date is more than three (3)&nbsp;months from the date of the Advance under such Bid Rate Loan,
in which case interest shall also be payable on each three month anniversary of the date of the
relevant Advance, (d)&nbsp;interest on Overnight Advances shall be payable on the Overnight Maturity
Date, and (e)&nbsp;interest on all Loans then accrued and unpaid shall be payable on the 364-Day
Maturity Date.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>5.3 </B><U>Application of Principal Payments</U>. Principal payments and prepayments shall be
applied (a)&nbsp;to principal amounts owing under the 364-Day Facility as Borrower directs in writing
(provided that Bid Rate Loans may not be prepaid), or (b)&nbsp;if Borrower provides no specific
direction, then to principal amounts owing (i)&nbsp;under those Overnight Advances with respect to which
the Overnight Maturity Date has occurred, then (ii)&nbsp;under those Bid Rate Loans with respect to
which the Bid Maturity Date has occurred, then (iii)&nbsp;under the 364-Day Facility (other than Bid
Rate Loans or Overnight Advances), then (iv)&nbsp;under those Overnight Advances with respect to which
the Overnight Maturity Date has not occurred. Subject to the provisions of the foregoing sentence,
payments shall be applied first to Base Rate Loans and then to LIBO Rate Loans unless Borrower
directs otherwise in writing. However, upon the occurrence and during the continuance of an Event
of Default or Potential Default, all payments shall be applied, first to fees, second to interest,
third to principal pro-rata to all Loans, fourth to the Cash Collateral Account, and last to any
other Bank Debt.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>5.4 </B><U>Manner of Payment</U>. All payments, including prepayments, that Borrower is required
or permitted to make under the terms of this Credit Agreement and the other Loan Documents shall be
made to the Administrative Agent in immediately available federal funds, to be received no later
than 1:00 P.M. Central time of the Banking Day on which such payment is due (or the following
Banking Day if such date is not a Banking Day) by wire transfer through Federal Reserve Bank,
Kansas City, as provided in the Wire Instructions (or to such other account as the Administrative
Agent may designate by notice).


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>5.4.1 </B><U>Payments to Be Free and Clear</U>. All sums payable by Borrower under this Credit
Agreement and the other Loan Documents shall be paid without setoff or counterclaim and free and
clear of, and without any deduction or withholding on account of, any tax imposed, levied,
collected, withheld or assessed by or within the United States of America or any political
subdivision in or of the United States of America or any other jurisdiction from or to which a
payment is made by or on behalf of Borrower or by any federation or organization of which the
United States of America or any such jurisdiction is a member at the time of payment (excluding
taxes imposed on or measured by the net income or net profits of the recipient of such payment, and
franchise taxes imposed in lieu thereof).


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>5.4.2 </B><U>Grossing-up of Payments</U>. If Borrower or any other Person is required by law to
make any deduction or withholding on account of any such tax from any sum paid or payable by
Borrower to the Administrative Agent or any Syndication Party under any of the Loan Documents:


<P align="left" style="font-size: 12pt; text-indent: 11%">(a)&nbsp;Borrower shall notify the Administrative Agent of any such requirement or any change in
any such requirement as soon as Borrower becomes aware of it;


<P align="left" style="font-size: 12pt; text-indent: 11%">(b)&nbsp;Borrower shall pay any such tax when such tax is due, such payment to be made (if the
liability to pay is imposed on Borrower) for its own account or (if that liability is imposed on
the Administrative Agent or such Syndication Party, as the case may be) on behalf of and in the
name of the Administrative Agent or such Syndication Party;


<P align="left" style="font-size: 12pt; text-indent: 11%">(c)&nbsp;the sum payable by Borrower in respect of which the relevant deduction, withholding or
payment is required shall be increased to the extent necessary to ensure that, after the making of
that deduction, withholding or payment, the Administrative Agent or such Syndication Party, as the
case may be, receives on the due date a net sum equal to what it would have received had no such
deduction, withholding or payment been required or made; and


<P align="left" style="font-size: 12pt; text-indent: 11%">(d)&nbsp;within thirty (30)&nbsp;days after paying any sum from which it is required by law to make any
deduction or withholding, and within thirty (30)&nbsp;days after the due date of payment of any tax
which it is required by clause (b)&nbsp;above to pay, Borrower shall deliver to the Administrative Agent
evidence satisfactory to the other affected parties of such deduction, withholding or payment and
of the remittance thereof to the relevant taxing or other authority;


<P align="left" style="font-size: 12pt"><U>provided</U> that no such additional amount shall be required to be paid to any Syndication
Party under clause (c)&nbsp;above except to the extent that any change after the date on which such
Syndication Party became a Syndication Party in any such requirement for a deduction, withholding
or payment as is mentioned therein shall result in an increase in the rate of such deduction,
withholding or payment from that in effect at the date on which such Syndication Party became a
Syndication Party, in respect of payments to such Syndication Party


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>5.5 </B><U>Voluntary Prepayments</U>. Borrower shall have the right to prepay all or any part of
the outstanding principal balance under the Loans at any time in integral multiples of
$1,000,000.00 (or the entire outstanding balance, if less) and subject to a $5,000,000.00 minimum
prepayment on LIBO Rate Loans (or the entire outstanding balance, if less), on any Banking Day;
provided that (a)&nbsp;in the event of prepayment of any LIBO Rate Loan, whether voluntary (including
payments pursuant to Section&nbsp;2.9 hereof) or on account of acceleration (i)&nbsp;Borrower must provide
three (3)&nbsp;Banking Days notice to the Administrative Agent prior to making such prepayment, and (ii)
Borrower must, at the time of making such prepayment, pay all accrued but unpaid interest and all
Funding Losses applicable to such prepayment, and (b)&nbsp;Borrower shall not have the right to prepay
any Bid Rate Loan before the applicable Bid Maturity Date, but if a Bid Rate Loan is deemed prepaid
on account of acceleration, Borrower must pay all Funding Losses applicable to such prepayment.
Principal amounts prepaid may be reborrowed under the terms and conditions of this Credit
Agreement. &#147;<B>Funding Losses</B>&#148; shall be determined on an individual Syndication Party basis as the
amount which would result in such Syndication Party being made whole (on a present value basis) for
the actual or imputed funding losses (including, without limitation, any loss, cost or expense
incurred by reason of obtaining, liquidating or employing deposits or other funds acquired by such
Syndication Party to fund or maintain such LIBO Rate Loan or Bid Rate Loan) incurred by such
Syndication Party as a result of such payment (regardless of whether the Syndication Party actually
funded with such deposits); provided that such amount shall in no event be less than $300.00 with
respect to any Syndication Party. In the event of any such payment, each Syndication Party which
had funded the LIBO Rate Loan being paid (or the Syndication Party which made the Bid Advance being
prepaid) shall, promptly after being notified of such payment, send written notice (&#147;<B>Funding Loss
Notice</B>&#148;) to the Administrative Agent by facsimile setting forth the amount of attributable Funding
Losses and the method of calculating the same. The Administrative Agent shall notify Borrower
orally or in writing of the amount of such Funding Losses. A determination by a Syndication Party
as to the amounts payable pursuant to this Section shall be conclusive absent manifest error.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>5.6 </B><U>Distribution of Principal and Interest Payments</U>. The Administrative Agent shall
distribute payments of principal and interest among the Syndication Parties as follows:


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>5.6.1 </B><U>Principal and Interest Payments on 364-Day Advances</U>. Principal and interest
payments on 364-Day Advances shall be remitted to the Syndication Parties in the ratio in which
they funded the 364-Day Advance to which such payments are applied.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>5.6.2 </B><U>Principal and Interest Payments on Bid Advances</U>. Principal and interest
payments on Bid Advances shall be remitted to the Syndication Party which made the Bid Advance to
which such payments are applied.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>5.6.3 </B><U>Principal and Interest Payments on Overnight Advances</U>. Principal and interest
payments on Overnight Advances shall be remitted to the Overnight Lender.


<P align="left" style="font-size: 12pt"><FONT style="font-variant: SMALL-CAPS"><B>ARTICLE 6.</B></FONT> <FONT style="font-variant: SMALL-CAPS"> <B>BANK EQUITY INTERESTS</B>
</FONT>

<P align="left" style="font-size: 12pt; text-indent: 4%">Borrower agrees to purchase such equity interests in CoBank (&#147;<B>Bank Equity Interests</B>&#148;) as
CoBank may from time to time require in accordance with its bylaws and capital plans as applicable
to cooperative borrowers generally. In connection with the foregoing, Borrower hereby acknowledges
receipt, prior to the execution of this Credit Agreement, of the following with respect to CoBank
(a)&nbsp;the bylaws, (b)&nbsp;a written description of the terms and conditions under which the Bank Equity
Interests are issued, (c)&nbsp;the most recent annual report, and if more recent than the latest annual
report, the latest quarterly report. CoBank reserves the right to sell participations under the
provisions of Section&nbsp;14.26 on a non-patronage basis. In addition Borrower agrees to purchase such
equity interests in any Farm Credit System Institution (other than CoBank) which is a Syndication
Party hereunder as such Farm Credit System Institution may from time to time require in accordance
with its bylaws and capital plans as applicable to cooperative borrowers generally and as is
required by any written agreement Borrower may execute with any such Farm Credit System
Institution.


<P align="left" style="font-size: 12pt"><FONT style="font-variant: SMALL-CAPS"><B>ARTICLE 7.</B></FONT> <FONT style="font-variant: SMALL-CAPS"> <B>SECURITY</B>
</FONT>

<P align="left" style="font-size: 12pt; text-indent: 4%">The obligations of Borrower under this Credit Agreement shall be unsecured, except (a)&nbsp;the
statutory lien in favor of CoBank, but not any other Syndication Parties, in the Bank Equity
Interests, and (b)&nbsp;the statutory lien, if any, in favor of any Farm Credit System Institution
(other than CoBank), but not any other Syndication Parties, which may require Borrower to purchase
equity interests as provided in Article&nbsp;6 hereof, in such equity interests.


<P align="left" style="font-size: 12pt"><FONT style="font-variant: SMALL-CAPS"><B>ARTICLE 8.</B></FONT> <FONT style="font-variant: SMALL-CAPS"> <B>REPRESENTATIONS AND WARRANTIES</B>
</FONT>

<P align="left" style="font-size: 12pt; text-indent: 4%">To induce the Syndication Parties to make the Loans and recognizing that the Syndication
Parties, the Administrative Agent and the Bid Agent are relying thereon, Borrower represents and
warrants as follows:


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>8.1 </B><U>Organization, Good Standing, Etc<B>.</B></U> Borrower: (a)&nbsp;is duly organized, validly
existing, and in good standing under the laws of its state of incorporation; (b)&nbsp;qualifies as a
cooperative association under the laws of its state of incorporation; (c)&nbsp;is duly qualified to do
business and is in good standing in each jurisdiction in which the transaction of its business
makes such qualification necessary, except to the extent that the failure to so qualify has not
resulted in, and could not reasonably be expected to cause, a Material Adverse Effect; and (d)&nbsp;has
all authority and all requisite corporate and legal power to own and operate its assets and to
carry on its business, and to enter into and perform the Loan Documents to which it is a party.
Each Subsidiary: (a)&nbsp;is duly organized, validly existing, and in good standing under the laws of
its state of incorporation; (b)&nbsp;is duly qualified to do business and is in good standing in each
jurisdiction in which the transaction of its business makes such qualification necessary, except to
the extent that the failure to so qualify has not resulted in, and could not reasonably be expected
to cause, a Material Adverse Effect; and (c)&nbsp;has all authority and all requisite corporate and
legal power to own and operate its assets and to carry on its business.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>8.2 </B><U>Corporate Authority, Due Authorization; Consents</U>. Borrower has taken all
corporate action necessary to execute, deliver and perform its obligations under the Loan Documents
to which it is a party. All consents or approvals of any Person which are necessary for, or are
required as a condition of Borrower&#146;s execution, delivery and performance of and under the Loan
Documents, have been obtained.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>8.3 </B><U>Litigation</U>. Except as described on <U>Exhibit&nbsp;8.3</U> hereto, there are no
pending legal or governmental actions, proceedings or investigations to which Borrower or any
Subsidiary is a party or to which any property of Borrower or any Subsidiary is subject which might
reasonably be expected to result in any Material Adverse Effect and, to Borrower&#146;s knowledge, no
such actions or proceedings are threatened or contemplated by any federal, state, county, or city
(or similar unit) governmental agency or any other Person.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>8.4 </B><U>No Violations</U>. The execution, delivery and performance of its obligations under
the Loan Documents will not: (a)&nbsp;violate any provision of Borrower&#146;s articles of incorporation or
bylaws, or any law, rule, regulation (including, without limitation, Regulations T, U, and X of the
Board of Governors of the Federal Reserve System), or any judgment, order or ruling of any court or
governmental agency; (b)&nbsp;violate, require consent under (except such consent as has been obtained),
conflict with, result in a breach of, constitute a default under, or with the giving of notice or
the expiration of time or both, constitute a default under, any existing real estate mortgage,
indenture, lease, security agreement, contract, note, instrument or any other agreements or
documents binding on Borrower or affecting its property; or (c)&nbsp;violate, conflict with, result in a
breach of, constitute a default under, or result in the loss of, or restriction of rights under,
any Required License or any order, law, rule, or regulation under or pursuant to which any Required
License was issued or is maintained (&#147;<B>Licensing Laws</B>&#148;).


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>8.5 </B><U>Binding Agreement</U>. Each of the Loan Documents to which Borrower is a party is, or
when executed and delivered, will be, the legal, valid and binding obligation of Borrower,
enforceable in accordance with its terms, subject only to limitations on enforceability imposed by
applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors&#146;
rights generally and by general principles of equity.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>8.6 </B><U>Compliance with Laws</U>. Borrower and each Subsidiary are in compliance with all
federal, state, and local laws, rules, regulations, ordinances, codes and orders, including without
limitation all Environmental Laws and all Licensing Laws, with respect to which noncompliance could
reasonably be expected to result in a Material Adverse Effect.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>8.7 </B><U>Principal Place of Business; Place of Organization</U>. Borrower&#146;s place of business,
or chief executive office if it has more than one place of business, and the place where the
records required by Section&nbsp;10.1 hereof are kept, is located at 5500 Cenex Drive, Inver Grove
Heights, Minnesota 55077. Borrower is a cooperative corporation formed under the laws of the State
of Minnesota.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>8.8 </B><U>Payment of Taxes</U>. Except as shown on <U>Exhibit&nbsp;8.8</U> hereto, Borrower and
each Subsidiary have filed all required federal, state and local tax returns and have paid all
taxes as shown on such returns as they have become due, and have paid when due all other taxes,
assessments or impositions levied or assessed against Borrower or any Subsidiary, or their business
or properties, except where the failure to make such filing or payment could not reasonably be
expected to result in a Material Adverse Effect. <U>Exhibit&nbsp;8.8</U> specifically indicates all
such taxes, if any, which are subject to a Good Faith Contest.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>8.9 </B><U>Licenses and Approvals</U>. Borrower and each Subsidiary have ownership of, or
license to use, or have been issued, all trademarks, patents, copyrights, franchises, certificates,
approvals, permits, authorities, agreements, and licenses which are used or necessary to permit it
to own its properties and to conduct the business as presently being conducted as to which the
termination or revocation thereof could reasonably be expected to have a Material Adverse Effect
(&#147;<B>Required Licenses</B>&#148;). Each Required License is in full force and effect, and there is no
outstanding notice of cancellation or termination or, to Borrower&#146;s knowledge, any threatened
cancellation or termination in connection therewith, nor has an event occurred with respect to any
Required License which, with the giving of notice or passage of time or both, could result in the
revocation or termination thereof or otherwise in any impairment of Borrower&#146;s rights with respect
thereto, which impairment could reasonably be expected to have a Material Adverse Effect. No
consent, permission, authorization, order, or license of any governmental authority, is necessary
in connection with the execution, delivery, performance, or enforcement of and under the Loan
Documents to which Borrower is a party except such as have been obtained and are in full force and
effect.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>8.10 </B><U>Employee Benefit Plans</U>. <U>Exhibit&nbsp;8.10</U> sets forth as of the Closing Date a
true and complete list of each Borrower Benefit Plan that is maintained by Borrower or any of its
Subsidiaries or in which Borrower or any of its Subsidiaries participates or to which Borrower or
any of its Subsidiaries is obligated to contribute, in each case as of the Closing Date. Borrower
and its Subsidiaries are in compliance in all material respects with the Employee Retirement Income
Security Act of 1974, as amended, and the regulations thereunder (&#147;<B>ERISA</B>&#148;), to the extent
applicable to them, and have not received any notice to the contrary from the Pension Benefit
Guaranty Corporation (&#147;<B>PBGC</B>&#148;).


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>8.11 </B><U>Equity Investments</U>. Borrower does not now own any stock or other voting or
equity interest, directly or indirectly, in any Person valued at the greater of book value or
market value at $5,000,000 or more, other than: (a)&nbsp;the Bank Equity Interests, and (b)&nbsp;as set
forth on <U>Exhibit&nbsp;8.11</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>8.12 </B><U>Title to Real and Personal Property</U>. Borrower and each Subsidiary have good and
marketable title to, or valid leasehold interests in, all of their material properties and assets,
real and personal, including the properties and assets and leasehold interests reflected in the
financial statements of the Borrower and its Subsidiaries referred to in Section&nbsp;8.13 hereof,
except (a)&nbsp;any properties or assets disposed of in the ordinary course of business, and (b)&nbsp;for
defects in title and encumbrances which could not reasonably be expected to result in a Material
Adverse Effect; and none of the properties of Borrower or any Consolidated Subsidiary are subject
to any Lien, except as permitted by Section&nbsp;11.3 hereof. All such property is in good operating
condition and repair, reasonable wear and tear excepted, and suitable in all material respects for
the purposes for which it is being utilized except where their failure to be in good operating
condition could not reasonably be expected to result in a Material Adverse Effect. All of the
leases of Borrower and each Subsidiary which constitute Material Agreements are in full force and
effect and afford Borrower or such Subsidiary peaceful and undisturbed possession of the subject
matter thereof.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>8.13 </B><U>Financial Statements</U>. The consolidated balance sheets of Borrower and its
Subsidiaries as of August&nbsp;31, 2007, and the related consolidated statements of operations, cash
flows and consolidated statements of capital shares and equities for the Fiscal Year then ended,
and the accompanying footnotes, together with the unqualified opinion thereon of
PricewaterhouseCoopers LLP, independent certified public accountants, copies of which have been
furnished to the Administration Agent and the Syndication Parties, fairly present in all material
respects the consolidated financial condition of Borrower and its Subsidiaries as at such dates and
the results of the consolidated operations of Borrower and its Subsidiaries for the periods covered
by such statements, all in accordance with GAAP consistently applied. Since August&nbsp;31, 2007, there
has been no material adverse change in the financial condition, results of operations, business or
prospects of Borrower or any of its Subsidiaries. As of the Closing Date, there are no liabilities
of Borrower or any of its Subsidiaries, fixed or contingent, which are material but are not
reflected in the financial statements of Borrower and its Subsidiaries referred to above or
referred to in the notes thereto, other than liabilities arising in the ordinary course of business
since August&nbsp;31, 2007. No information, exhibit, or report furnished by Borrower or any of its
Subsidiaries to the Administration Agent or the Syndication Parties in connection with the
negotiation of this Credit Agreement contained any material misstatement of fact or omitted to
state a material fact or any fact necessary to make the statements contained therein not materially
misleading in light of the circumstances in which they were made and taken together with the other
information, exhibits and reports furnished to the Administration Agent and/or the Syndication
Parties.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>8.14 </B><U>Environmental Compliance</U>. Except as set forth on <U>Exhibit&nbsp;8.14</U> hereto,
Borrower and each Subsidiary have obtained all permits, licenses and other authorizations which are
required under all applicable Environmental Laws, except to the extent failure to have any such
permit, license or authorization could not reasonably be expected to result in a Material Adverse
Effect. Except as set forth on <U>Exhibit&nbsp;8.14</U> hereto, Borrower and each Subsidiary are in
compliance with all Environmental Laws and the terms and conditions of the required permits,
licenses and authorizations, and are also in compliance with all other limitations, restrictions,
obligations, schedules and timetables contained in those Laws or contained in any plan, order,
decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved
thereunder, except to the extent, in each case, failure to comply has not resulted in, and could
not reasonably be expected to result in, a Material Adverse Effect.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>8.15 </B><U>Fiscal Year</U>. Each fiscal year of Borrower begins on September&nbsp;1 of each calendar
year and ends on August&nbsp;31 of the following calendar year.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>8.16 </B><U>Material Agreements</U>. Neither Borrower nor, to Borrower&#146;s knowledge, any other
party to any Material Agreement, is in default thereunder, and no facts exist which with the giving
of notice or the passage of time, or both, would constitute such a default.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>8.17 </B><U>Regulations U and X</U>. No portion of any Advance will be used for the purpose of
purchasing, carrying, or making loans to finance the purchase of, any &#147;margin security&#148; or &#147;margin
stock&#148; as such terms are used in Regulations U or X of the Board of Governors of the Federal
Reserve System, 12 C.F.R. Parts 221 and 224.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>8.18 </B><U>Trademarks, Tradenames, etc<B>.</B></U> Borrower owns or licenses all patents, trademarks,
trade names, service marks and copyrights (collectively, &#147;<B>Intellectual Property</B>&#148;) that it utilizes
in its business as presently being conducted and as anticipated to be conducted, except where the
failure to do so could not reasonably be expected to result in a Material Adverse Effect on
Borrower. Borrower is not a licensee under any written license for any patent, trademark,
tradename, service mark or copyright other than shrinkwrap licenses for &#147;off-the-shelf&#148; software
used by Borrower in the conduct of its business. The Intellectual Property is in full force and
effect, and Borrower has taken or caused to be taken all action, necessary to maintain the
Intellectual Property in full force and effect and has not taken or failed to take or cause to be
taken any action which, with the giving of notice, or the expiration of time, or both, could result
in any such Intellectual Property being revoked, invalidated, modified, or limited.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>8.19 </B><U>No Default on Outstanding Judgments or Orders</U>. Borrower and each Subsidiary have
satisfied all judgments and Borrower and each Subsidiary are not in default with respect to any
judgment, writ, injunction, decree, rule or regulation of any court, arbitrator or federal, state,
municipal or other Governmental Authority, commission, board, bureau, agency or instrumentality,
domestic or foreign, except to the extent such failure to satisfy any or all such judgments or to
be in such a default has not resulted in, and could not reasonably be expected to result in, a
Material Adverse Effect.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>8.20 </B><U>No Default in Other Agreements</U>. Neither Borrower nor any Subsidiary is a party
to any indenture, loan or credit agreement or any lease or other agreement or instrument or subject
to any certificate of incorporation or corporate restriction which has resulted in, or could
reasonably be expected to result in, a Material Adverse Effect. Neither Borrower nor any
Subsidiary is in default in any respect in the performance, observance or fulfillment of any of the
obligations, covenants or conditions contained in any agreement or instrument where such failure to
perform, observe or fulfill has resulted in, or could reasonably be expected to result in, a
Material Adverse Effect.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>8.21 </B><U>Acts of God</U>. Neither the business nor the properties of Borrower or any
Subsidiary are currently affected by any fire, explosion, accident, drought, storm, hail,
earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by
insurance) which has resulted in, or could reasonably be expected to result in, a Material Adverse
Effect.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>8.22 </B><U>Governmental Regulation</U>. Neither Borrower nor any Subsidiary is subject to
regulation under the Public Utility Holding Company Act of 1935, the Investment Company Act of
1940, the Interstate Commerce Act, the Federal Power Act or any statute or regulation, in each
case, limiting its ability to incur indebtedness for money borrowed as contemplated hereby.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>8.23 </B><U>Labor Matters and Labor Agreements</U>. Except as set forth in <U>Exhibit&nbsp;8.23</U>
hereto: (a)&nbsp;As of the Closing Date, there are no collective bargaining agreements or other labor
agreements covering any employees of Borrower or any Subsidiary the termination, cessation, or
breach of which could reasonably be expected to result in a Material Adverse Effect, and a true and
correct copy of each such agreement will be furnished to the Administrative Agent upon its written
request from time to time. (b)&nbsp;There is no organizing activity involving Borrower pending or, to
Borrower&#146;s knowledge, threatened by any labor union or group of employees. (c)&nbsp;There are, to
Borrower&#146;s knowledge, no representation proceedings pending or threatened with the National Labor
Relations Board, and no labor organization or group of employees of Borrower has made a pending
demand for recognition. (d)&nbsp;There are no complaints or charges against Borrower pending or, to
Borrower&#146;s knowledge threatened to be filed with any federal, state, local or foreign court,
governmental agency or arbitrator based on, arising out of, in connection with, or otherwise
relating to the employment or termination of employment by Borrower of any individual. (e)&nbsp;There
are no strikes or other labor disputes against Borrower that are pending or, to Borrower&#146;s
knowledge, threatened. (f)&nbsp;Hours worked by and payment made to employees of Borrower or any
Subsidiary have not been in violation of the Fair Labor Standards Act (29 U.S.C. &#167; 201 et seq.)&nbsp;or
any other applicable law dealing with such matters. The representations made in clauses
(b)&nbsp;through (f)&nbsp;of this Section are made with respect to those occurrences described which could,
considered in the aggregate, reasonably be expected to have a Material Adverse Effect.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>8.24 </B><U>Anti-Terrorism Laws</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>8.24.1 </B><U>Violation of Law</U>. Neither the Borrower nor, to the knowledge of Borrower, any
of its Subsidiaries, is in violation of any laws relating to terrorism or money laundering
(&#147;<B>Anti-Terrorism Laws</B>&#148;), including Executive Order No.&nbsp;13224 on Terrorist Financing, effective
September&nbsp;24, 2001 (&#147;<B>Executive Order</B>&#148;), and the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (&#147;<B>USA
Patriot Act</B>&#148;).


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>8.24.2 </B><U>Classification</U>. Neither Borrower nor, to the knowledge of Borrower, any of its
Subsidiaries, or their respective brokers or other agents acting or benefiting in any capacity in
connection with the Loans, is any of the following:


<P align="left" style="font-size: 12pt; text-indent: 11%">(a)&nbsp;a Person or entity that is listed in the annex to, or is otherwise subject to the
provisions of, the Executive Order;


<P align="left" style="font-size: 12pt; text-indent: 11%">(b)&nbsp;a Person or entity owned or controlled by, or acting for or on behalf of, any Person or
entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive
Order;


<P align="left" style="font-size: 12pt; text-indent: 11%">(c)&nbsp;a Person or entity with which any Syndication Party is prohibited from dealing or
otherwise engaging in any transaction by any Anti-Terrorism Law;


<P align="left" style="font-size: 12pt; text-indent: 11%">(d)&nbsp;a Person or entity that commits, threatens or conspires to commit or supports &#147;terrorism&#148;
as defined in the Executive Order; or


<P align="left" style="font-size: 12pt; text-indent: 11%">(e)&nbsp;a Person or entity that is named as a &#147;specially designated national and blocked person&#148;
on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control
at its official website or any replacement website or other replacement official publication of
such list.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>8.24.3 </B><U>Conduct of Business</U>. Neither Borrower nor to the knowledge of Borrower, any of
its brokers or other agents acting in any capacity in connection with the Loans (a)&nbsp;conducts any
business or engages in making or receiving any contribution of funds, goods or services to or for
the benefit of any Person described in clause (b)&nbsp;of Subsection 8.24.2 above, (b)&nbsp;deals in, or
otherwise engages in any transaction relating to, any property or interests in property blocked
pursuant to the Executive Order, or (c)&nbsp;engages in or conspires to engage in any transaction that
evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the
prohibitions set forth in any Anti-Terrorism Law.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>8.25 </B><U>Disclosure</U>. The representations and warranties contained in this Article&nbsp;8 and
in the other Loan Documents or in any financial statements provided to the Administrative Agent do
not contain any untrue statement of a material fact or omit to state a material fact necessary to
make such representations or warranties not misleading; and all projections provided to the
Administrative Agent were prepared in good faith based on reasonable assumptions.


<P align="left" style="font-size: 12pt"><FONT style="font-variant: SMALL-CAPS"><B>ARTICLE 9.</B></FONT> <FONT style="font-variant: SMALL-CAPS"> <B>CONDITIONS TO ADVANCES</B>
</FONT>

<P align="left" style="font-size: 12pt; text-indent: 4%"><B>9.1 </B><U>Conditions to Closing</U>. The obligation of the Syndication Parties to make any
Advances hereunder are subject to satisfaction, in the sole discretion of the Administrative Agent
and the Syndication Parties (except that satisfaction of Subsection 9.1.6 shall be determined in
the reasonable discretion of the Administrative Agent and the Syndication Parties), of each of the
following conditions precedent:


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>9.1.1 </B><U>Loan Documents</U>. The Administrative Agent shall have received duly executed
originals of the Loan Documents.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>9.1.2 </B><U>Approvals</U>. The Administrative Agent shall have received evidence satisfactory
to it that all consents and approvals of governmental authorities and third parties which are with
respect to Borrower, necessary for, or required as a condition of the validity and enforceability
of the Loan Documents to which it is a party.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>9.1.3 </B><U>Organizational Documents</U>. The Administrative Agent shall have received: (a)
good standing certificate, dated no more than thirty (30)&nbsp;days prior to the Closing Date, for
Borrower for its state of incorporation; (b)&nbsp;a copy of the articles of incorporation of Borrower
certified by the Secretary of State of its state of organization; and (c)&nbsp;a copy of the bylaws of
Borrower, certified as true and complete by the Secretary or Assistant Secretary of Borrower.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>9.1.4 </B><U>Evidence of Corporate Action</U>. The Administrative Agent shall have received in
form and substance satisfactory to the Administrative Agent: (a)&nbsp;documents evidencing all
corporate action taken by Borrower to authorize (including the specific names and titles of the
persons authorized to so act (each an &#147;<B>Authorized Officer</B>&#148;)) the execution, delivery and
performance of the Loan Documents to which it is a party, certified to be true and correct by the
Secretary or Assistant Secretary of Borrower; and (b)&nbsp;a certificate of the Secretary or Assistant
Secretary of Borrower, dated the Closing Date, certifying the names and true signatures of the
Authorized Officers.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>9.1.5 </B><U>Evidence of Insurance</U>. Borrower shall have provided the Administrative Agent
with insurance certificates and such other evidence, in form and substance satisfactory to the
Administrative Agent, of all insurance required to be maintained by it under the Loan
Documents.<U> </U>


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>9.1.6 </B><U>Appointment of Agent for Service</U>. The Administrative Agent shall have received
evidence satisfactory to the Administrative Agent that Borrower has appointed The Corporation
Company to serve as its agent for service of process at their Denver, Colorado office (presently at
1675 Broadway), and that The Corporation Company has accepted such appointment by Borrower.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>9.1.7 </B><U>No Material Change</U>. No change shall have occurred in the condition or
operations of Borrower since August&nbsp;31, 2007 which could reasonably be expected to result in a
Material Adverse Effect.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>9.1.8 </B><U>Fees and Expenses</U>. Borrower shall have paid the Administrative Agent, by wire
transfer of immediately available federal funds the fees as set forth in the Fee Letter dated
January&nbsp;15, 2008 from CoBank and acknowledged by Borrower, all fees set forth in Section&nbsp;4.5 hereof
and any other fees owing to the Administrative Agent which are due on the Closing Date, and all
expenses owing pursuant to Section&nbsp;9.1 hereof.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>9.1.9 </B><U>Bank Equity Interest Purchase Obligation</U>. Borrower shall have purchased such
Bank Equity Interests as CoBank may require pursuant to Article&nbsp;6 hereof.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>9.1.10 </B><U>Opinion of Counsel</U>. Borrower shall have provided a favorable opinion of its
counsel addressed to the Administrative Agent and each of the present and future Syndication
Parties, covering such matters as the Administrative Agent may reasonably require.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>9.1.11 </B><U>Further Assurances</U>. Borrower shall have provided and/or executed and delivered
to the Administrative Agent such further assignments, documents or financing statements, in form
and substance satisfactory to the Administrative Agent, that Borrower is to execute and/or deliver
pursuant to the terms of the Loan Documents or as the Administrative Agent may reasonably request.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>9.2 </B><U>Conditions to Advances</U>. The Syndication Parties&#146; obligation to fund each Advance
is subject to the satisfaction, in the sole discretion of the Administrative Agent and the
Syndication Parties, of each of the following conditions precedent, as well as those set forth in
Section&nbsp;9.1 hereof, and each request by Borrower for an Advance shall constitute a representation
by Borrower, upon which the Administrative Agent may rely, that the conditions set forth in
Subsections 9.2.1 and 9.2.2 hereof have been satisfied:


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>9.2.1 </B><U>Default</U>. As of the Advance Date, no Event of Default or Potential Default shall
have occurred and be continuing, and the disbursing of the amount of the Advance requested shall
not result in an Event of Default or Potential Default.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>9.2.2 </B><U>Representations and Warranties</U>. The representations and warranties of Borrower
herein shall be true and correct in all material respects on and as of the date on which the
Advance is to be made as though made on such date. Borrower shall have paid the Administrative
Agent, by wire transfer of immediately available U.S. funds all fees set forth in Section&nbsp;4.5
hereof which are then due and payable, including all expenses owing pursuant to Section&nbsp;15.1
hereof.


<P align="left" style="font-size: 12pt"><FONT style="font-variant: SMALL-CAPS"><B>ARTICLE 10.</B></FONT> <FONT style="font-variant: SMALL-CAPS"><B>AFFIRMATIVE COVENANTS</B>
</FONT>

<P align="left" style="font-size: 12pt; text-indent: 4%">From and after the date of this Credit Agreement and until the Bank Debt is indefeasibly paid
in full and the Syndication Parties have no obligation to make any Advance, Borrower agrees that it
will observe and comply with the following covenants for the benefit of the Administrative Agent
and the Syndication Parties:


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>10.1 </B><U>Books and Records</U>. Borrower shall at all times keep, and cause each Subsidiary
to keep, proper books of record and account, in which correct and complete entries shall be made of
all its dealings, in accordance with GAAP.&nbsp;


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>10.2 </B><U>Reports and Notices</U>. Borrower shall provide to the Administrative Agent the
following reports, information and notices:


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>10.2.1 </B><U>Annual Financial Statements</U>. As soon as available, but in no event later than
one hundred and twenty (120)&nbsp;days after the end of any Fiscal Year of Borrower occurring during the
term hereof one copy of the audit report for such year and accompanying consolidated financial
statements (including all footnotes thereto), including a consolidated balance sheet, a
consolidated statement of earnings, a consolidated statement of capital, and a consolidated
statement of cash flow for the Borrower and its Subsidiaries, showing in comparative form the
figures for the previous Fiscal Year, all in reasonable detail, prepared in conformance with GAAP
consistently applied and certified without qualification by PricewaterhouseCoopers, or other
independent public accountants of nationally recognized standing selected by the Borrower and
satisfactory to the Administrative Agent. Delivery to the Administrative Agent within the time
period specified above of copies of Borrower&#146;s Annual Report on Form 10-K as prepared and filed in
accordance with the requirements of the Securities Exchange Commission shall be deemed to satisfy
the requirements of this Subsection if accompanied by the required unqualified accountant&#146;s
certification. Such annual financial statements or Form 10-K&#146;s required pursuant to this
Subsection&nbsp;shall be accompanied by a Compliance Certificate signed by Borrower&#146;s Chief Financial
Officer or other officer of Borrower acceptable to the Administrative Agent.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>10.2.2 </B><U>Quarterly Financial Statements</U>. As soon as available but in no event more than
forty-five (45)&nbsp;days after the end of each Fiscal Quarter (except the last Fiscal Quarter of
Borrower&#146;s Fiscal Year) the following financial statements or other information concerning the
operations of Borrower and its Subsidiaries for such Fiscal Quarter, the Fiscal Year to date, and
for the corresponding periods of the preceding Fiscal Year, all prepared in accordance with GAAP
consistently applied: (a)&nbsp;a consolidated balance sheet, (b)&nbsp;a consolidated summary of earnings,
(c)&nbsp;a consolidated statement of cash flows, and (d)&nbsp;such other statements as the Administrative
Agent may reasonably request. Delivery to the Administrative Agent within the time period
specified above of copies of Borrower&#146;s Quarterly Report on Form 10-Q as prepared and filed in
accordance with the requirements of the Securities Exchange Commission shall be deemed to satisfy
the requirements of this Subsection other than clause (d)&nbsp;hereof. Such quarterly financial
statements or Form 10-Q&#146;s required pursuant to this Subsection&nbsp;shall be accompanied by a Compliance
Certificate signed by Borrower&#146;s Chief Financial Officer or other officer of Borrower acceptable to
the Administrative Agent (subject to normal year end adjustments).


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>10.2.3 </B><U>Notice of Default</U>. As soon as the existence of any Event of Default or
Potential Default becomes known to any officer of Borrower, prompt written notice of such Event of
Default or Potential Default, the nature and status thereof, and the action being taken or proposed
to be taken with respect thereto.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>10.2.4 </B><U>ERISA Reports</U>. As soon as possible and in any event within twenty (20)&nbsp;days
after Borrower knows or has reason to know that any Reportable Event or Prohibited Transaction has
occurred with respect to any Plan or that the PBGC or Borrower or any Subsidiary has instituted or
will institute proceedings under Title IV of ERISA to terminate any Plan, or that Borrower, any
Subsidiary or any ERISA Affiliate has completely or partially withdrawn from a Multiemployer Plan,
or that a Plan which is a Multiemployer Plan is in reorganization (within the meaning of
Section&nbsp;4241 of ERISA), is insolvent (within the meaning of Section&nbsp;4245 of ERISA) or is
terminating, a certificate of Borrower&#146;s Chief Financial Officer setting forth details as to such
Reportable Event or Prohibited Transaction or Plan termination or withdrawal or reorganization or
insolvency and the action Borrower or such Subsidiary proposes to take with respect thereto,
provided, however, that notwithstanding the foregoing, no reporting is required under this
subsection (6)&nbsp;unless the matter(s), individually or in the aggregate, result, or could be
reasonably expected to result, in aggregate obligations or liabilities of Borrower and/or the
Subsidiaries in excess of ten million dollars ($10,000,000).


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>10.2.5 </B><U>Notice of Litigation</U>. Promptly after the commencement thereof, notice of all
actions, suits, arbitration and any other proceedings before any Governmental Authority, affecting
Borrower or any Subsidiary which, if determined adversely to Borrower or any Subsidiary, could
reasonably be expected to require Borrower or any Subsidiary to have to pay or deliver assets
having a value of ten million dollars ($10,000,000) or more (whether or not the claim is covered by
insurance) or could reasonably be expected to result in a Material Adverse Effect.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>10.2.6 </B><U>Notice of Material Adverse Effect</U>. Promptly after Borrower obtains knowledge
thereof, notice of any matter which, alone or when considered together with other matters, has
resulted or could reasonably be expected to result in, a Material Adverse Effect.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>10.2.7 </B><U>Notice of Environmental Proceedings</U>. Without limiting the provisions of
Subsection&nbsp;10.2.5 hereof, promptly after Borrower&#146;s receipt thereof, notice of the receipt of all
pleadings, orders, complaints, indictments, or other communication alleging a condition that may
require Borrower or any Subsidiary to undertake or to contribute to a cleanup or other response
under Environmental Laws, or which seeks penalties, damages, injunctive relief, or criminal
sanctions related to alleged violations of such laws, or which claims personal injury or property
damage to any person as a result of environmental factors or conditions or which, if adversely
determined, could reasonably be expected to have a Material Adverse Effect.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>10.2.8 </B><U>Regulatory and Other Notices</U>. Promptly after Borrower&#146;s receipt thereof,
copies of any notices or other communications received from any Governmental Authority with respect
to any matter or proceeding the effect of which could reasonably be expected to have a Material
Adverse Effect.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>10.2.9 </B><U>Adverse Action Regarding Required Licenses</U>. As soon as Borrower learns that
any petition, action, investigation, notice of violation or apparent liability, notice of
forfeiture, order to show cause, complaint or proceeding is pending, or, to the best of Borrower&#146;s
knowledge, threatened, to seek to revoke, cancel, suspend, modify, or limit any of the Required
Licenses, prompt written notice thereof and Borrower shall contest any such action in a Good Faith
Contest.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>10.2.10 </B><U>Budget</U>. Promptly upon becoming available and in any event within thirty (30)
days after the beginning of each Fiscal Year, a copy of the Annual Operating Budget for the next
succeeding Fiscal Year and for each of the following two Fiscal Years approved by Borrower&#146;s board
of directors, together with the assumptions and projections on which such budget is based and a
copy of forecasts of operations and capital expenditures (including investments) for each Fiscal
Year. In addition, if any material changes are made to such budget or projections or forecasts
during the year, then Borrower will furnish copies to the Administrative Agent of any such changes
promptly after such changes have been approved.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>10.2.11 </B><U>Additional Information</U>. With reasonable promptness, such other information
respecting the condition or operations, financial or otherwise, of Borrower or any Subsidiary as
the Administrative Agent or any Syndication Party may from time to time reasonably request.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>10.3 </B><U>Maintenance of Existence and Qualification</U>. Borrower shall, and shall cause each
Subsidiary to, maintain its corporate existence in good standing under the laws of its state of
organization. Borrower shall, and shall cause each Subsidiary to, qualify and remain qualified as
a foreign corporation in each jurisdiction in which such qualification is necessary in view of its
business, operations and properties except where the failure to so qualify has not and could not
reasonably be expected to result in a Material Adverse Effect.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>10.4 </B><U>Compliance with Legal Requirements and Agreements</U>. Borrower shall, and shall
cause each Subsidiary to: (a)&nbsp;comply with all laws, rules, regulations and orders applicable to
Borrower (or such Subsidiary, as applicable) or its business unless such failure to comply is the
subject of a Good Faith Contest; and (b)&nbsp;comply with all agreements, indentures, mortgages, and
other instruments to which it (or any Subsidiary, as applicable) is a party or by which it or any
of its (or any Subsidiary, or any of such Subsidiary&#146;s, as applicable) property is bound; provided,
however, that the failure of Borrower to comply with this sentence in any instance not directly
involving the Administrative Agent or a Syndication Party shall not constitute an Event of Default
unless such failure could reasonably be expected to have a Material Adverse Effect.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>10.5 </B><U>Compliance with Environmental Laws</U>. Without limiting the provisions of
Section&nbsp;10.4 of this Credit Agreement, Borrower shall, and shall cause Subsidiary to, comply in all
material respects with, and take all reasonable steps necessary to cause all persons occupying or
present on any properties owned or leased by Borrower (or any Subsidiary, as applicable) to comply
with, all Environmental Laws, the failure to comply with which would have a Material Adverse Effect
or unless such failure to comply is the subject of a Good Faith Contest.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>10.6 </B><U>Taxes</U>. Borrower shall pay or cause to be paid, and shall cause each Subsidiary
to pay, when due all taxes, assessments, and other governmental charges upon it, its income, its
sales, its properties (or upon Subsidiary and its income, sales, and properties, as applicable),
and federal and state taxes withheld from its (or Subsidiary&#146;s, as applicable) employees&#146; earnings,
unless (a)&nbsp;the failure to pay such taxes, assessments, or other governmental charges could not
reasonably be expected to result in a Material Adverse Effect, or (b)&nbsp;such taxes, assessments, or
other governmental charges are the subject of a Good Faith Contest and Borrower has established
adequate reserves therefor in accordance with GAAP.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>10.7 </B><U>Insurance</U>. Borrower shall maintain, and cause each Subsidiary to maintain,
insurance with one or more financially sound and reputable insurance carrier or carriers reasonably
acceptable to the Administrative Agent, in such amounts (including deductibles) and covering such
risks (including fidelity coverage) as are usually carried by companies engaged in the same or a
similar business and similarly situated, provided, however, that Borrower may, to the extent
permitted by Law, provide for appropriate self-insurance with respect to workers&#146; compensation. At
the request of Administrative Agent, copies of all policies (or such other proof of compliance with
this Section as may be reasonably satisfactory) shall be delivered to the Administrative Agent.
All such insurance policies shall contain a provision requiring at least ten (10)&nbsp;days&#146; notice to
Borrower prior to any cancellation for non-payment of premiums and at least forty-five (45)&nbsp;days&#146;
notice to Borrower of cancellation for any other reason or of non-renewal. With respect to all
such insurance policies, Borrower shall provide the Administrative Agent with (a)&nbsp;within ten (10)
days after obtaining such knowledge, written notice of any material modification of which it has
knowledge; and (b)&nbsp;one or more certificates of insurance which shall include the agreement of the
broker/insuror representative providing such certificates to provide to the Administrative Agent at
least ten (10)&nbsp;days&#146; notice prior to any cancellation of any such insurance policies for
non-payment of premiums and at least forty-five (45)&nbsp;days&#146; notice prior to cancellation of any such
insurance policies for any other reason, and of non-renewal or material modification of any such
insurance policies. No later than forty (40)&nbsp;days prior to expiration, Borrower shall give the
Administrative Agent (x)&nbsp;satisfactory written evidence of renewal of all such policies with
premiums paid, or (y)&nbsp;a written report as to the steps being taken by Borrower to renew or replace
all such policies, provided that notwithstanding the receipt of such written report, the
Administrative Agent may at any time thereafter give Borrower written notice to provide the
Administrative Agent with such evidence as described in clause (x), in which case Borrower must do
so within ten (10)&nbsp;days of such notice. Borrower agrees to pay all premiums on such insurance as
they become due (including grace periods), and will not permit any condition to exist which would
wholly or partially invalidate any insurance thereon.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>10.8 </B><U>Maintenance of Properties</U>. Borrower shall maintain, keep and preserve, and cause
each Subsidiary to maintain, keep and preserve, all of its material properties (tangible and
intangible) necessary or used in the proper conduct of its business in good working order and
condition, ordinary wear and tear excepted, and shall cause to be made all repairs, renewals,
replacements, betterments and improvements thereof, all as in the sole judgment of Borrower may be
reasonably necessary so that the business carried on in connection therewith may be properly and
advantageously conducted at all times.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>10.9 </B><U>Payment of Liabilities</U>. Borrower shall pay, and shall cause its Subsidiaries to
pay, all liabilities (including, without limitation: (a)&nbsp;any indebtedness for borrowed money or
for the deferred purchase price of property or services; (b)&nbsp;any obligations under leases which
have or should have been characterized as Capital Leases; and (c)&nbsp;any contingent liabilities, such
as guaranties, for the obligations of others relating to indebtedness for borrowed money or for the
deferred purchase price of property or services or relating to obligations under leases which have
or should have been characterized as Capital Leases) as they become due beyond any period of grace
under the instrument creating such liabilities, unless (with the exception of the Bank Debt) (a)
the failure to pay such liabilities within such time period could not reasonably be expected to
result in a Material Adverse Effect, or (b)&nbsp;they are contested in good faith by appropriate actions
or legal proceedings, Borrower establishes adequate reserves therefor in accordance with GAAP, and
such contesting will not result in a Material Adverse Effect.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>10.10 </B><U>Inspection</U>. Borrower shall permit, and cause its Subsidiaries to permit, the
Administrative Agent or any Syndication Party or their agents, during normal business hours or at
such other times as the parties may agree, to inspect the assets and operations of Borrower and its
Subsidiaries and to examine, and make copies of or abstracts from, Borrower&#146;s properties, books,
and records, and to discuss the affairs, finances, operations, and accounts of Borrower and its
Subsidiaries with their respective officers, directors, employees, and independent certified public
accountants (and by this provision Borrower authorizes said accountants to discuss with the
Administrative Agent or any Syndication Party or their agents the finances and affairs of
Borrower); provided, that, in the case of each meeting with the independent accountants Borrower is
given an opportunity to have a representative present at such meeting.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>10.11 </B><U>Required Licenses; Permits; Intellectual Property; Etc.</U> Borrower shall duly and
lawfully obtain and maintain in full force and effect, and shall cause its Subsidiaries to obtain
and maintain in full force and effect, all Required Licenses and Intellectual Property as
appropriate for the business being conducted and properties owned by Borrower or such Subsidiaries
at any given time.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>10.12 </B><U>ERISA</U>. Borrower shall make or cause to be made, and cause each Subsidiary to
make or cause to be made, all payments or contributions to all Borrower Pension Plans covered by
Title IV of ERISA, which are necessary to enable those Borrower Pension Plans to continuously meet
all minimum funding standards or requirements.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>10.13 </B><U>Maintenance of Commodity Position</U>. Borrower shall protect its commodity
inventory holdings or commitments to buy or sell commodities against adverse price movements,
including the taking of equal and opposite positions in the cash and futures markets, to minimize
losses and protect margins in commodity production, storage, processing and marketing as is
recognized as financially sound and reputable by prudent business persons in the commodity
business.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>10.14 </B><U>Financial Covenants</U>. Borrower shall maintain the following financial covenants:


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>10.14.1 </B><U>Working Capital</U>. Borrower shall have at all times Consolidated Current Assets
minus Consolidated Current Liabilities of not less than $250,000,000.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>10.14.2 </B><U>Consolidated Funded Debt to Consolidated Cash Flow</U>. Borrower shall have at
all times and measured as of the end of each Fiscal Quarter, a ratio of Consolidated Funded Debt
divided by Consolidated Cash Flow of no greater than 3.00 to 1.00 as measured on the previous
consecutive four Fiscal Quarters.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>10.14.3 </B><U>Adjusted Consolidated Funded Debt to Consolidated Members&#146; and Patrons&#146;
Equity</U>. Borrower shall not permit the ratio of Adjusted Consolidated Funded Debt to
Consolidated Members&#146; and Patrons&#146; Equity to exceed at any time .80 to 1.00.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>10.15 </B><U>Embargoed Person</U>. At all times throughout the term of the Loans, (a)&nbsp;none of
the funds or assets of Borrower that are used to repay the Loans shall constitute property of, or
shall be beneficially owned directly or, to the knowledge of Borrower, indirectly by, any Person
subject to sanctions or trade restrictions under United States law (&#147;<B>Embargoed Person</B>&#148; or
&#147;<B>Embargoed Persons</B>&#148;) that is identified on (1)&nbsp;the &#147;List of Specially Designated Nationals and
Blocked Persons&#148; (the &#147;<B>SDN List</B>&#148;) maintained by the Office of Foreign Assets Control (&#147;<B>OFAC</B>&#148;), U.S.
Department of the Treasury, and/or to the knowledge of Borrower, as of the date thereof, based upon
reasonable inquiry by Borrower, on any other similar list (&#147;<B>Other List</B>&#148;) maintained by OFAC
pursuant to any authorizing statute including, but not limited to, the International Emergency
Economic Powers Act, 50 U.S.C. &#167;&#167;</FONT><FONT style="font-size: 14pt"> </FONT><FONT style="font-size: 12pt">1701 et seq., The Trading with the Enemy Act, 50 U.S.C.
App. 1 <U>et seq.</U>, and any Executive Order or regulation promulgated thereunder, with the
result that the investment in Borrower (whether directly or indirectly), is prohibited by law, or
the Loans made by the Syndication Parties would be in violation of law, or (2)&nbsp;the Executive Order,
any related enabling legislation or any other similar Executive Orders, and (b)&nbsp;no Embargoed Person
shall have any direct interest, and to the knowledge of Borrower, as of the date hereof, based upon
reasonable inquiry by Borrower, indirect interest, of any nature whatsoever in Borrower, with the
result that the investment in Borrower (whether directly or indirectly), is prohibited by law or
the Loans are in violation of law.
</FONT>

<P align="left" style="font-size: 12pt; text-indent: 4%"><B>10.16 </B><U>Anti-Money Laundering</U>. At all times throughout the term of the Loans, to the
knowledge of Borrower, as of the date hereof, based upon reasonable inquiry by Borrower, none of
the funds of Borrower, that are used to repay the Loans shall be derived from any unlawful
activity, with the result that the investment in Borrower (whether directly or indirectly), is
prohibited by law or the Loans would be in violation of law.


<P align="left" style="font-size: 12pt"><FONT style="font-variant: SMALL-CAPS"><B>ARTICLE 11.</B></FONT> <FONT style="font-variant: SMALL-CAPS"> <B>NEGATIVE COVENANTS</B>
</FONT>

<P align="left" style="font-size: 12pt; text-indent: 4%">From and after the date of this Credit Agreement until the Bank Debt is indefeasibly paid in
full and the Syndication Parties have no obligation to make any Advance hereunder, Borrower agrees
that it will observe and comply with the following covenants:


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>11.1 </B><U>Borrowing</U>. Borrower shall not (nor shall it permit any of its Restricted
Subsidiaries to) create, incur, assume or permit to exist, directly or indirectly, any Debt, except
for: (a)&nbsp;Debt of Borrower arising under this Credit Agreement and the other Loan Documents;
(b)&nbsp;trade payables arising in the ordinary course of business; (c)&nbsp;Capital Leases in existence from
time to time; (d)&nbsp;current operating liabilities (other than for borrowed money) incurred in the
ordinary course of business; (e)&nbsp;unsecured Debt; (f)&nbsp;Debt in existence on the date hereof as set
forth in <U>Exhibit&nbsp;11.1</U> attached hereto; (g)&nbsp;Debt of Borrower incurred pursuant to the Term
Loan Credit Agreement and the Revolving Loan Credit Agreement; and (h)&nbsp;such other Debt agreed upon
in writing between Borrower and the Syndication Parties.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>11.2 </B><U>No Other Businesses</U>. Borrower shall not engage in any material respects in any
business activity or operations other than operations or activities (a)&nbsp;in the agriculture
industry, (b)&nbsp;in the food industry, or (c)&nbsp;which are not substantially different from or are
related to its present business activities or operations.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>11.3 </B><U>Liens</U>. Borrower shall not (nor shall it permit any of its Restricted
Subsidiaries to) create, incur, assume or suffer to exist any mortgage, pledge, lien, charge or
other encumbrance on, or any security interest in, any of its real or personal properties
(including, without limitation, leasehold interests, leasehold improvements and any other interest
in real property or fixtures), now owned or hereafter acquired, except the following Liens
(&#147;<B>Permitted Encumbrances</B>&#148;):


<P align="left" style="font-size: 12pt; text-indent: 11%">(a)&nbsp;Liens for taxes or assessments or other charges or levies of any Governmental Authority,
that are not delinquent or if delinquent (i)&nbsp;are the subject of a Good Faith Contest but in no
event past the time when a penalty would be incurred, and (ii)&nbsp;the aggregate amount of liabilities
so secured (including interest and penalties) does not exceed $10,000,000 at any one time
outstanding;


<P align="left" style="font-size: 12pt; text-indent: 11%">(b)&nbsp;Liens imposed by Law, such as mechanic&#146;s, worker&#146;s, repairman&#146;s, miner&#146;s, agister&#146;s,
attorney&#146;s, materialmen&#146;s, landlord&#146;s, warehousemen&#146;s and carrier&#146;s Liens and other similar Liens
which are securing obligations incurred in the ordinary course of business for sums not yet due and
payable or if due and payable which are the subject of a Good Faith Contest;


<P align="left" style="font-size: 12pt; text-indent: 11%">(c)&nbsp;Liens under workers&#146; compensation, unemployment insurance, social security or similar
legislation (other than ERISA), or to secure payments of premiums for insurance purchased in the
ordinary course of business, or to secure the performance of tenders, statutory obligations, surety
and appearance bonds and bids, bonds for release of an attachment, stay of execution or injunction,
leases, government contracts, performance and return-of-money bonds and other similar obligations,
all of which are incurred in the ordinary course of business of Borrower or the Restricted
Subsidiary, as applicable, and not in connection with the borrowing of money;


<P align="left" style="font-size: 12pt; text-indent: 11%">(d)&nbsp;Any attachment or judgment Lien, the time for appeal or petition for rehearing of which
shall not have expired or in respect of which Borrower or the Restricted Subsidiary is protected in
all material respects by insurance or for the payment of which adequate reserves have been
established, provided that the execution or other enforcement of such Liens is effectively stayed
and the claims secured thereby are the subject of a Good Faith Contest, and provided further that
the aggregate amount of liabilities of Borrower and its Restricted Subsidiaries so secured
(including interest and penalties) shall not be in excess of $10,000,000.00 at any one time
outstanding;


<P align="left" style="font-size: 12pt; text-indent: 11%">(e)&nbsp;Easements, rights-of-way, restrictions, encroachments, covenants, servitudes, zoning and
other similar encumbrances which, in the aggregate, do not materially interfere with the
occupation, use and enjoyment by Borrower or any Restricted Subsidiary of the property or assets
encumbered thereby in the normal course of its business or materially impair the value of the
property subject thereto;


<P align="left" style="font-size: 12pt; text-indent: 11%">(f)&nbsp;Liens arising in the ordinary course of business and created in connection with amounts on
deposit in charge card and like accounts (such as Visa or MasterCard);


<P align="left" style="font-size: 12pt; text-indent: 11%">(g)&nbsp;Liens on land, buildings and equipment existing at the time of their acquisition or Liens
to secure the payment of all or any part of the purchase price of such land, buildings or equipment
or to secure Funded Debt incurred prior to, at the time of, or within one-hundred eighty (180)&nbsp;days
after the acquisition of such property for the purpose of financing all or any part of the purchase
price thereof, provided that any such Liens shall not encumber any other property of Borrower or
its Restricted Subsidiaries;


<P align="left" style="font-size: 12pt; text-indent: 11%">(h)&nbsp;Liens assumed in connection with permitted mergers and acquisitions, but only to the
extent that such Liens shall secure only Funded Debt and shall not encumber any other property of
Borrower or any Restricted Subsidiary;


<P align="left" style="font-size: 12pt; text-indent: 11%">(i)&nbsp;Liens on financed property created or incurred in connection with leases, mortgages,
conditional sales contracts, security interests or arrangements for the retention of title entered
into by Borrower or any of its Restricted Subsidiaries to secure &#147;industrial revenue bonds&#148; as
defined in Section&nbsp;103(b)(2) of the Code and treated as obligations described in legislation
similar to the provisions of said Sections of the Code enacted in any State of the United States or
Puerto Rico, which are issued to finance property useful and intended to be used in carrying on the
business of Borrower or any of its Restricted Subsidiaries, provided that upon creation of any such
Lien Borrower or such Restricted Subsidiary shall incur Funded Debt secured thereby in conformity
with the provisions of Section&nbsp;12.1 hereof;


<P align="left" style="font-size: 12pt; text-indent: 11%">(j)&nbsp;Liens on property or assets of a Restricted Subsidiary to secure Debt of such Restricted
Subsidiary to Borrower;


<P align="left" style="font-size: 12pt; text-indent: 11%">(k)&nbsp;Liens of CoBank and other cooperatives, respectively, on Investments by Borrower in the
stock, participation certificates, or allocated reserves of CoBank or other cooperatives,
respectively, owned by Borrower;


<P align="left" style="font-size: 12pt; text-indent: 11%">(l)&nbsp;All precautionary filings of financing statements under the Uniform Commercial Code which
cover property that is made available to or used by Borrower or any Restricted Subsidiary pursuant
to the terms of an Operating Lease or Capital Lease;


<P align="left" style="font-size: 12pt; text-indent: 11%">(m)&nbsp;Liens securing its reimbursement obligations under any letter of credit issued in
connection with the acquisition of an asset; provided that (i)&nbsp;the lien attaches only to such
asset, and (ii)&nbsp;the lien is released upon satisfaction of such reimbursement obligation; and


<P align="left" style="font-size: 12pt; text-indent: 11%">(n)&nbsp;Liens to secure and provide credit support, up to a maximum of $25,000,000.00, for
regulated exchange or over-the-counter hedging transactions.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>11.4 </B><U>Sale of Assets</U>. Borrower shall not (nor shall it permit any of its Restricted
Subsidiaries to) sell, convey, assign, lease or otherwise transfer or dispose of, voluntarily, by
operation of law or otherwise, any material part of its now owned or hereafter acquired assets
during any twelve (12)&nbsp;month period commencing on each September&nbsp;1, except: (a)&nbsp;the sale of
inventory, equipment and fixtures disposed of in the ordinary course of business, (b)&nbsp;the sale or
other disposition of assets no longer necessary or useful for the conduct of its business, and (c)
leases of assets to an entity in which Borrower has at least a fifty-percent (50%) interest in
ownership, profits, and governance. For purposes of this Section, &#147;material part&#148; shall mean ten
percent (10%) or more of the lesser of the book value or the market value of the assets of Borrower
or such Restricted Subsidiary as shown on the balance sheets thereof as of the August&nbsp;31
immediately preceding each such twelve (12)&nbsp;month measurement period.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>11.5 </B><U>Liabilities of Others</U>. Borrower shall not (nor shall it permit any of its
Restricted Subsidiaries to) assume, guarantee, become liable as a surety, endorse, contingently
agree to purchase, or otherwise be or become liable, directly or indirectly (including, but not
limited to, by means of a maintenance agreement, an asset or stock purchase agreement, or any other
agreement designed to ensure any creditor against loss), for or on account of the obligation of any
Person, except: (a)&nbsp;by the endorsement of negotiable instruments for deposit or collection or
similar transactions in the ordinary course of the Borrower&#146;s or any Restricted Subsidiary&#146;s
business; and (b)&nbsp;guarantees made from time to time, whether in existence on the Closing Date or
made subsequent thereto, by Borrower and its Restricted Subsidiaries in the ordinary course of
their respective businesses with respect to the liabilities and obligations of Persons including
National Cooperative Refinery Association (&#147;<B>NCRA</B>&#148;).


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>11.6 </B><U>Loans</U>. Borrower shall not (nor shall it permit any of its Restricted
Subsidiaries to) lend or advance money, credit, or property to any Person, except for: (a)&nbsp;loans
to Restricted Subsidiaries; (b)&nbsp;trade credit extended in the ordinary course of business and
advances against the purchase price for the purchase by Borrower of goods or services in the
ordinary course of business; (c)&nbsp;the loan to NCRA advanced on February&nbsp;28, 2005 and as evidenced by
that certain loan agreement and that certain promissory note each dated October&nbsp;1, 2004; and (d)
other loans; provided that at all times the aggregate outstanding principal amount of all such
loans retained by Borrower and any such Restricted Subsidiary shall not exceed $200,000,000.00.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>11.7 </B><U>Merger; Acquisitions; Business Form; Etc<B>.</B></U> Borrower shall not (nor shall it
permit any of its Restricted Subsidiaries to) merge or consolidate with any entity, or acquire all
or substantially all of the assets of any person or entity, or form or create any new Subsidiary
(other than a Restricted Subsidiary formed by Borrower),acquire the controlling interest in any
Person, change its business form from a cooperative corporation, or commence operations under any
other name, organization, or entity, including any joint venture; provided, however,


<P align="left" style="font-size: 12pt; text-indent: 11%">(a)&nbsp;The foregoing shall not prevent any consolidation, acquisition, or merger if after giving
effect thereto:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 11%">(i)&nbsp;The book value of Borrower and its subsidiaries does not increase due to all such
mergers, consolidations or acquisitions by an aggregate amount in excess of $500,000,000.00
in any Fiscal Year of Borrower;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 11%">(ii)&nbsp;Borrower is the surviving entity; and



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 11%">(iii)&nbsp;No Event of Default or Potential Default shall have occurred and be continuing.


<P align="left" style="font-size: 12pt; text-indent: 11%">(b)&nbsp;The foregoing shall not prevent Borrower from forming or creating any new Subsidiary
provided:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 11%">(i)&nbsp;The Investment in such Subsidiary does not violate any provision of Section&nbsp;11.8
hereof; and



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 11%">(ii)&nbsp;Such Subsidiary shall not acquire all or substantially all of the assets of any
Person except through an acquisition, consolidation, or merger satisfying the requirements
of clause (a)&nbsp;of this Section.


<P align="left" style="font-size: 12pt; text-indent: 11%">(c)&nbsp;The foregoing shall not prevent Borrower from acquiring the controlling interest in any
entity described in Exhibit&nbsp;11.8(f) hereto.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>11.8 </B><U>Investments</U>. Except for the purchase of Bank Equity Interests, Borrower shall
not (nor shall it permit any of its Restricted Subsidiaries to) own, purchase or acquire any stock,
obligations or securities of, or any other interest in, or make any capital contribution to, or
otherwise make an Investment in, any Person, except that Borrower and the Restricted Subsidiaries
may own, purchase or acquire:


<P align="left" style="font-size: 12pt; text-indent: 11%">(a)&nbsp;commercial paper maturing not in excess of one year from the date of acquisition and rated
P1 by Moody&#146;s Investors Service, Inc. or A1 by Standard &#038;&nbsp;Poor&#146;s Corporation on the date of
acquisition;


<P align="left" style="font-size: 12pt; text-indent: 11%">(b)&nbsp;certificates of deposit in North American commercial banks rated C or better by Keefe,
Bruyette&nbsp;&#038;&nbsp;Woods, Inc. or 3 or better by Cates Consulting Analysts, maturing not in excess of one
year from the date of acquisition;


<P align="left" style="font-size: 12pt; text-indent: 11%">(c)&nbsp;obligations of the United States government or any agency thereof, the obligations of
which are guaranteed by the United States government, maturing, in each case, not in excess of one
year from the date of acquisition;


<P align="left" style="font-size: 12pt; text-indent: 11%">(d)&nbsp;repurchase agreements of any bank or trust company incorporated under the laws of the
United States of America or any state thereof and fully secured by a pledge of obligations issued
or fully and unconditionally guaranteed by the United States government;


<P align="left" style="font-size: 12pt; text-indent: 11%">(e)&nbsp;Investments permitted under Sections&nbsp;11.5, 11.6, and 11.7;


<P align="left" style="font-size: 12pt; text-indent: 11%">(f)&nbsp;Investments in Persons, which are not Restricted Subsidiaries, identified, including the
book value of each such Investment, on <U>Exhibit&nbsp;11.8(f)</U> hereto; provided that the amount of
such Investment shall not increase above the amount shown in <U>Exhibit&nbsp;11.8(f)</U>, except for
Investments made pursuant to clauses (h)&nbsp;through (k)&nbsp;of this Section subsequent to the Closing
Date;


<P align="left" style="font-size: 12pt; text-indent: 11%">(g)&nbsp;Investments (by Borrower) in the Restricted Subsidiaries;


<P align="left" style="font-size: 12pt; text-indent: 11%">(h)&nbsp;Investments in the form of non-cash patronage dividends in any Person;


<P align="left" style="font-size: 12pt; text-indent: 11%">(i)&nbsp;Investments in NCRA in addition to (1)&nbsp;non-cash patronage dividends, and (2)&nbsp;those
Investments in NCRA by Borrower prior to the Closing Date, as shown, by amount and date, on
<U>Exhibit&nbsp;11.8(i)</U> hereto, provided that the maximum amount of Investments in NCRA subsequent
to the Closing Date pursuant to this clause (i)&nbsp;shall not exceed $170,000,000.00;


<P align="left" style="font-size: 12pt; text-indent: 11%">(j)&nbsp;Investments in Ventura Foods, LLC in addition to those Investments in Ventura Foods, LLC
by Borrower prior to the Closing Date, as shown, by amount and date, on <U>Exhibit&nbsp;11.8(j)</U>
hereto, provided that the maximum amount of Investments in Ventura Foods, LLC subsequent to the
Closing Date pursuant to this clause (j)&nbsp;shall not exceed $80,000,000.00; and


<P align="left" style="font-size: 12pt; text-indent: 11%">(k)&nbsp;Investments, in addition to those permitted by clauses (a)&nbsp;through (j)&nbsp;above, in an
aggregate amount outstanding at any point in time not exceeding $350,000,000.00.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>11.9 </B><U>Transactions With Related Parties</U>. Borrower shall not purchase, acquire,
provide, or sell any equipment, other personal property, real property or services from or to any
Subsidiary (other than a Restricted Subsidiary), except in the ordinary course and pursuant to the
reasonable requirements of Borrower&#146;s business and upon fair and reasonable terms no less favorable
than would be obtained by Borrower in a comparable arm&#146;s-length transaction with an unrelated
Person.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>11.10 </B><U>Patronage Refunds, etc</U>. Borrower shall not, directly or indirectly, in any
Fiscal Year (a)&nbsp;declare or pay any cash patronage refunds to patrons or members which in the
aggregate exceed 20% of Borrower&#146;s consolidated net patronage income for the Fiscal Year of
Borrower preceding the Fiscal Year in which such patronage refunds are to be paid, (b)&nbsp;directly or
indirectly redeem or otherwise retire its equity, or (c)&nbsp;make any cash distributions of any kind or
character in respect of its equity, unless, in the case of (a), (b), or (c), (i)&nbsp;at the time of
taking such action no Event of Default or Potential Default exists hereunder and (ii)&nbsp;after giving
effect thereto no Event of Default or Potential Default would exist hereunder.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>11.11 </B><U>Change in Fiscal Year</U>. Borrower shall not change its Fiscal Year from a year
ending on August&nbsp;31 unless required to do so by the Internal Revenue Service, in which case
Borrower agrees to such amendment of the terms Fiscal Quarter and Fiscal Year, as used herein, as
the Administrative Agent reasonably deems necessary.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>11.12 </B><U>ERISA</U>. Borrower shall not: (a)&nbsp;engage in or permit any transaction which could
result in a &#147;prohibited transaction&#148; (as such term is defined in Section&nbsp;406 of ERISA) or in the
imposition of an excise tax pursuant to Section&nbsp;4975 of the Code with respect to any Borrower
Benefit Plan; (b)&nbsp;engage in or permit any transaction or other event which could result in a
&#147;reportable event&#148;( as such term is defined in Section&nbsp;4043 of ERISA) for any Borrower Pension
Plan; (c)&nbsp;fail to make full payment when due of all amounts which, under the provisions of any
Borrower Benefit Plan, Borrower is required to pay as contributions thereto; (d)&nbsp;permit to exist
any &#147;accumulated funding deficiency&#148; (as such term is defined in Section&nbsp;302 of ERISA) as of the
end of any Fiscal Year, in excess of five percent (5.0%) of net worth (determined in accordance
with GAAP) of Borrower and its Consolidated Subsidiaries, whether or not waived, with respect to
any Borrower Pension Plan; (e)&nbsp;fail to make any payments to any Multiemployer Plan that Borrower
may be required to make under any agreement relating to such Multiemployer Plan or any law
pertaining thereto; or (f)&nbsp;terminate any Borrower Pension Plan in a manner which could result in
the imposition of a lien on any property of Borrower pursuant to Section&nbsp;4068 of ERISA. Borrower
shall not terminate any Borrower Pension Plan so as to result in any liability to the PBGC.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>11.13 </B><U>Anti-Terrorism Law</U>. Borrower shall not (a)&nbsp;conduct any business or engage in
making or receiving any contribution of funds, goods or services to or for the benefit of any
Person described in Subsection 8.24.2 above, (b)&nbsp;deal in, or otherwise engage in any transaction
relating to, any property or interests in property blocked pursuant to the Executive Order or any
other Anti-Terrorism Law, or (c)&nbsp;engage in or conspire to engage in any transaction that evades or
avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions
set forth in any Anti-Terrorism Law (and Borrower shall deliver to the Administrative Agent any
certification or other evidence requested from time to time by the Administrative Agent in its
reasonable discretion, confirming Borrower&#146; compliance with this Section).


<P align="left" style="font-size: 12pt"><FONT style="font-variant: SMALL-CAPS"><B>ARTICLE 12.</B></FONT> <FONT style="font-variant: SMALL-CAPS"><B>INDEMNIFICATION</B>
</FONT>

<P align="left" style="font-size: 12pt; text-indent: 4%"><B>12.1 </B><U>General; Stamp Taxes; Intangibles Tax</U>. Borrower agrees to indemnify and hold the
Administrative Agent and each Syndication Party and their directors, officers, employees, agents,
professional advisers and representatives (&#147;<B>Indemnified Parties</B>&#148;) harmless from and against any and
all claims, damages, losses, liabilities, costs or expenses whatsoever which the Administrative
Agent or any other Indemnified Party may incur (or which may be claimed against any such
Indemnified Party by any Person), including attorneys&#146; fees incurred by any Indemnified Party,
arising out of or resulting from: (a)&nbsp;the material inaccuracy of any representation or warranty of
or with respect to Borrower in this Credit Agreement or the other Loan Documents; (b)&nbsp;the material
failure of Borrower to perform or comply with any covenant or obligation of Borrower under this
Credit Agreement or the other Loan Documents; or (c)&nbsp;the exercise by the Administrative Agent of
any right or remedy set forth in this Credit Agreement or the other Loan Documents; provided that
Borrower shall have no obligation to indemnify any Indemnified Party against claims, damages,
losses, liabilities, costs or expenses to the extent that a court of competent jurisdiction renders
a final non-appealable determination that the foregoing are solely the result of the willful
misconduct or gross negligence of such Indemnified Party. In addition, Borrower agrees to
indemnify and hold the Indemnified Parties harmless from and against any and all claims, damages,
losses, liabilities, costs or expenses whatsoever which the Administrative Agent or any other
Indemnified Party may incur (or which may be claimed against any such Indemnified Party by any
Person), including attorneys&#146; fees incurred by any Indemnified Party, arising out of or resulting
from the imposition or nonpayment by Borrower of any stamp tax, intangibles tax, or similar tax
imposed by any state, including any amounts owing by virtue of the assertion that the property
valuation used to calculate any such tax was understated. Borrower shall have the right to assume
the defense of any claim as would give rise to Borrower&#146;s indemnification obligation under this
Section&nbsp;with counsel of Borrower&#146;s choosing so long as such defense is being diligently and
properly conducted and Borrower shall establish to the Indemnified Party&#146;s satisfaction that the
amount of such claims are not, and will not be, material in comparison to the liquid and
unrestricted assets of Borrower available to respond to any award which may be granted on account
of such claim. So long as the conditions of the preceding sentence are met, Indemnified Party
shall have no further right to reimbursement of attorneys&#146; fees incurred thereafter. The
obligation to indemnify set forth in this Section shall survive the termination of this Credit
Agreement and other covenants.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>12.2 </B><U>Indemnification Relating to Hazardous Substances</U>. Borrower shall not locate,
produce, treat, transport, incorporate, discharge, emit, release, deposit or dispose of any
Hazardous Substance in, upon, under, over or from any property owned or held by Borrower, except in
accordance with all Environmental Laws; Borrower shall not permit any Hazardous Substance to be
located, produced, treated, transported, incorporated, discharged, emitted, released, deposited,
disposed of or to escape in, upon, under, over or from any property owned or held by Borrower,
except in accordance with Environmental Laws; and Borrower shall comply with all Environmental Laws
which are applicable to such property. Borrower shall indemnify the Indemnified Parties against,
and shall reimburse the Indemnified Parties for, any and all claims, demands, judgments, penalties,
liabilities, costs, damages and expenses, including court costs and attorneys&#146; fees incurred by the
Indemnified Parties (prior to trial, at trial and on appeal) in any action against or involving the
Indemnified Parties, resulting from any breach of the foregoing covenants in this Section or the
covenants in Section&nbsp;10.5 hereof, or from the discovery of any Hazardous Substance in, upon, under
or over, or emanating from, such property, it being the intent of Borrower and the Indemnified
Parties that the Indemnified Parties shall have no liability or responsibility for damage or injury
to human health, the environmental or natural resources caused by, for abatement and/or clean-up
of, or otherwise with respect to, Hazardous Substances as the result of the Administrative Agent or
any Syndication Party exercising any of its rights or remedies with respect thereto, including but
not limited to becoming the owner thereof by foreclosure or conveyance in lieu of foreclosure of a
judgment lien; <U>provided</U> that such indemnification as it applies to the exercise by the
Administrative Agent or any Syndication Party of its rights or remedies with respect to the Loan
Documents shall not apply to claims arising solely with respect to Hazardous Substances brought
onto such property by the Administrative Agent or such Syndication Party while engaged in
activities other than operations substantially the same as the operations previously conducted on
such property by Borrower. The foregoing covenants of this Section&nbsp;shall be deemed continuing
covenants for the benefit of the Indemnified Parties, and any successors and assigns of the
Indemnified Parties, including but not limited to, any transferee of the title of the
Administrative Agent or any Syndication Party or any subsequent owner of the property, and shall
survive the satisfaction or release of any lien, any foreclosure of any lien and/or any acquisition
of title to the property or any part thereof by the Administrative Agent or any Syndication Party,
or anyone claiming by, through or under the Administrative Agent or any Syndication Party or
Borrower by deed in lieu of foreclosure or otherwise. Any amounts covered by the foregoing
indemnification shall bear interest from the date incurred at the Default Interest Rate, shall be
payable on demand, and shall be secured by the Security Documents. The indemnification and
covenants of this Section&nbsp;shall survive the termination of this Credit Agreement and other
covenants.


<P align="left" style="font-size: 12pt"><FONT style="font-variant: SMALL-CAPS"><B>ARTICLE 13.</B></FONT> <FONT style="font-variant: SMALL-CAPS"> <B>EVENTS OF DEFAULT; RIGHTS AND REMEDIES</B>
</FONT>

<P align="left" style="font-size: 12pt; text-indent: 4%"><B>13.1 </B><U>Events of Default</U>. The occurrence of any of the following events (each an &#147;<B>Event
of Default</B>&#148;) shall, at the option of the Administrative Agent or at the direction of the Required
Lenders (subject to the provisions of Section&nbsp;14.7 hereof), make the entire Bank Debt immediately
due and payable (provided, that in the case of an Event of Default under Subsection&nbsp;13.1(f) all
amounts owing hereunder and under the other Loan Documents shall automatically and immediately
become due and payable without any action by or on behalf of the Administrative Agent), and the
Administrative Agent may, or shall at the direction of the Required Lenders subject to the
provisions of Section&nbsp;14.7 hereof), exercise all rights and remedies for the collection of any
amounts outstanding hereunder and take whatever action it deems necessary to secure itself, all
without notice of default, presentment or demand for payment, protest or notice of nonpayment or
dishonor, or other notices or demands of any kind or character:


<P align="left" style="font-size: 12pt; text-indent: 11%">(a)&nbsp;Failure of Borrower to pay (i)&nbsp;when due, whether by acceleration or otherwise, any
principal in accordance with this Credit Agreement or the other Loan Documents, or (ii)&nbsp;within five
(5)&nbsp;days of the date when due, whether by acceleration or otherwise, any interest or amounts other
than principal in accordance with this Credit Agreement or the other Loan Documents.


<P align="left" style="font-size: 12pt; text-indent: 11%">(b)&nbsp;Any representation or warranty set forth in any Loan Document, any 364-Day Borrowing
Notice, any financial statements or reports or projections or forecasts, or in connection with any
transaction contemplated by any such document, shall prove in any material respect to have been
false or misleading when made or furnished by Borrower.


<P align="left" style="font-size: 12pt; text-indent: 11%">(c)&nbsp;Any default by Borrower in the performance or compliance with the covenants, promises,
conditions or provisions of Sections&nbsp;10.7 (only if such default is with respect to the last
sentence of such Section), 10.10, 10.14, 10.15, 10.16, 11.1, 11.4, 11.5, 11.7, 11.10 or 11.13 of
this Credit Agreement; provided that a default under Subsection 10.14.1 hereof shall not constitute
an Event of Default nor a Potential Default if Borrower is in compliance with such Subsection
within five (5)&nbsp;Banking Days after the earlier of (i)&nbsp;the date on which Borrower discovers that it
is not in compliance with such test, or (ii)&nbsp;the date by which Borrower is required by Subsections
10.2.1 or 10.2.2 hereof to provide quarterly or year-end financial statements and/or Compliance
Certificates to the Administrative Agent..


<P align="left" style="font-size: 12pt; text-indent: 11%">(d)&nbsp;Any default by Borrower in the performance or compliance with the covenants, promises,
conditions or provisions of Sections&nbsp;10.2, 10.4, 10.5, 10.6, 10.7 (except as provided in clause (c)
of this Section), 10.8, 10.9, (except as provided in Section&nbsp;13.1(e)), 10.11, 10.12, 10.13, 11.3,
11.6, 11.8, 11.9 or 11.11 of this Credit Agreement, and such failure continues for fifteen (15)
days after Borrower learns of such failure to comply, whether by Borrower&#146;s own discovery or
through notice from the Administrative Agent.


<P align="left" style="font-size: 12pt; text-indent: 11%">(e)&nbsp;The failure of Borrower to pay when due, or failure to perform or observe any other
obligation or condition with respect to any of the following obligations to any Person, beyond any
period of grace under the instrument creating such obligation: (i)&nbsp;any indebtedness for borrowed
money or for the deferred purchase price of property or services, (ii)&nbsp;any obligations under leases
which have or should have been characterized as Capital Leases, or (iii)&nbsp;any contingent
liabilities, such as guaranties, for the obligations of others relating to indebtedness for
borrowed money or for the deferred purchase price of property or services or relating to
obligations under leases which have or should have been characterized as Capital Leases; provided
that no such failure will be deemed to be an Event of Default hereunder unless and until the
aggregate amount owing under obligations with respect to which such failures have occurred and are
continuing is at least $10,000,000.00.


<P align="left" style="font-size: 12pt; text-indent: 11%">(f)&nbsp;Borrower applies for or consents to the appointment of a trustee or receiver for any part
of its properties; any bankruptcy, reorganization, debt arrangement, dissolution or liquidation
proceeding is commenced or consented to by Borrower; or any application for appointment of a
receiver or a trustee, or any proceeding for bankruptcy, reorganization, debt management or
liquidation is filed for or commenced against Borrower, and is not withdrawn or dismissed within
sixty (60)&nbsp;days thereafter.


<P align="left" style="font-size: 12pt; text-indent: 11%">(g)&nbsp;Failure of Borrower to comply with any other provision of this Credit Agreement or the
other Loan Documents not constituting an Event of Default under any of the preceding subparagraphs
of this Section&nbsp;13.1, and such failure continues for thirty (30)&nbsp;days after Borrower learns of such
failure to comply, whether by Borrower&#146;s own discovery or through notice from the Administrative
Agent.


<P align="left" style="font-size: 12pt; text-indent: 11%">(h)&nbsp;The entry of one or more judgments in an aggregate amount in excess of $5,000,000.00
against Borrower not stayed, discharged or paid within thirty (30)&nbsp;days after entry.


<P align="left" style="font-size: 12pt; text-indent: 11%">(i)&nbsp;The occurrence of an &#147;Event of Default&#148; under the Term Loan Agreement or the Revolving
Loan Credit Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>13.2 </B><U>No Advance</U>. The Syndication Parties shall have no obligation to make any Advance
if a Potential Default or an Event of Default shall occur and be continuing.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>13.3 </B><U>Rights and Remedies</U>. In addition to the remedies set forth in Section&nbsp;13.1 and
13.2 hereof, upon the occurrence of an Event of Default, the Administrative Agent shall be entitled
to exercise or shall exercise at the direction of the Required Lenders, subject to the provisions
of Section&nbsp;14.7 hereof, all the rights and remedies provided in the Loan Documents and by any
applicable law. Each and every right or remedy granted to the Administrative Agent pursuant to
this Credit Agreement and the other Loan Documents, or allowed the Administrative Agent by law or
equity, shall be cumulative. Failure or delay on the part of the Administrative Agent to exercise
any such right or remedy shall not operate as a waiver thereof. Any single or partial exercise by
the Administrative Agent of any such right or remedy shall not preclude any future exercise thereof
or the exercise of any other right or remedy.


<P align="left" style="font-size: 12pt"><FONT style="font-variant: SMALL-CAPS"><B>ARTICLE 14.</B></FONT> <FONT style="font-variant: SMALL-CAPS"> <B>AGENCY AGREEMENT</B>
</FONT>

<P align="left" style="font-size: 12pt; text-indent: 4%"><B>14.1 </B><U>Funding of Syndication Interest</U>. Each Syndication Party, severally but not
jointly, hereby irrevocably agrees to fund its Funding Share of the Advances (&#147;<B>Advance Payment</B>&#148;) as
determined pursuant to the terms and conditions contained herein and in particular, Articles 2 and
3 hereof. Each Syndication Party&#146;s interest (&#147;<B>Syndication Interest</B>&#148;) in each Advance hereunder
shall be without recourse to the Administrative Agent or any other Syndication Party and shall not
be construed as a loan from any Syndication Party to the Administrative Agent or any other
Syndication Party.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>14.2 </B><U>Syndication Parties&#146; Obligations to Remit Funds</U>. Each Syndication Party agrees
to remit its Funding Share of each Advance to the Administrative Agent as, and within the time
deadlines (&#147;<B>Syndication Party Advance Date</B>&#148;), required in this Credit Agreement. Unless the
Administrative Agent shall have received notice from a Syndication Party prior to the date on which
such Syndication Party is to provide funds to the Administrative Agent for an Advance to be made by
such Syndication Party that such Syndication Party will not make available to the Administrative
Agent such funds, the Administrative Agent may assume that such Syndication Party has made such
funds available to the Administrative Agent on the date of such Advance in accordance with the
terms of this Credit Agreement and the Administrative Agent in its sole discretion may, but shall
not be obligated to, in reliance upon such assumption, make available to Borrower on such date a
corresponding amount. If and to the extent such Syndication Party shall not have made such funds
available to the Administrative Agent by 2:00 P.M. (Central time) on the Banking Day due, such
Syndication Party agrees to repay the Administrative Agent forthwith on demand such corresponding
amount together with interest thereon, for each day from the date such amount is made available to
Borrower until the Banking Day such amount is repaid to the Administrative Agent (assuming payment
is received by the Administrative Agent at or prior to 2:00 P.M. (Central time), and until the next
Banking Day if payment is not received until after 2:00 P.M.), at the customary rate set by the
Administrative Agent for the correction of errors among banks for three (3)&nbsp;Banking Days and
thereafter at the Base Rate. If such Syndication Party shall repay to the Administrative Agent
such corresponding amount, such amount so repaid shall constitute such Syndication Party&#146;s Advance
for purposes of this Credit Agreement. If such Syndication Party does not pay such corresponding
amount forthwith upon the Administrative Agent&#146;s demand therefor, the Administrative Agent shall
promptly notify Borrower, and Borrower shall immediately pay such corresponding amount to the
Administrative Agent with the interest thereon, for each day from the date such amount is made
available to Borrower until the date such amount is repaid to the Administrative Agent, at the rate
of interest applicable at the time to such Advance at the time.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>14.3 </B><U>Syndication Party&#146;s Failure to Remit Funds</U>. If a Syndication Party (&#147;<B>Delinquent
Syndication Party</B>&#148;) fails to remit (a)&nbsp;its Funding Share, or (b)&nbsp;its Bid Advance, in full by the
date and time required (the unpaid amount of any such payment being hereinafter referred to as the
&#147;<B>Delinquent Amount</B>&#148;), in addition to any other remedies available hereunder, any other Syndication
Party or Syndication Parties may, but shall not be obligated to, advance the Delinquent Amount (the
Syndication Party or Syndication Parties which advance such Delinquent Amount are referred to as
the &#147;<B>Contributing Syndication Parties</B>&#148;), in which case (a)&nbsp;the Delinquent Amount which any
Contributing Syndication Party advances shall be treated as a loan to the Delinquent Syndication
Party and shall not be counted in determining the Individual Outstanding 364-Day Obligations of any
Contributing Syndication Party, and (b)&nbsp;the Delinquent Syndication Party shall be obligated to pay
to the Administrative Agent, for the account of the Contributing Syndication Parties, interest on
the Delinquent Amount at a rate of interest equal to the rate of interest which Borrower is
obligated to pay on the Delinquent Amount plus 200 basis points (&#147;<B>Delinquency Interest</B>&#148;) until the
Delinquent Syndication Party remits the full Delinquent Amount and remits all Delinquency Interest
to the Administrative Agent, which will distribute such payments to the Contributing Syndication
Parties (pro rata based on the amount of the Delinquent Amount which each of them (if more than
one) advanced) on the same Banking Day as such payments are received by the Administrative Agent if
received no later than 2:00 P.M. (Central time) or the next Banking Day if received by the
Administrative Agent thereafter. In addition, the Contributing Syndication Parties shall be
entitled to share, on the same pro rata basis, and the Administrative Agent shall pay over to them,
for application against Delinquency Interest and the Delinquent Amount, the Delinquent Syndication
Party&#146;s Payment Distribution and any fee distributions or distributions made under Section&nbsp;14.10
hereof until the Delinquent Amount and all Delinquency Interest have been paid in full. For voting
purposes the Administrative Agent shall readjust the Individual 364-Day Commitments of such
Delinquent Syndication Party and the Contributing Syndication Parties from time to time first to
reflect the advance of the Delinquent Amount by the Contributing Syndication Parties, and then to
reflect the full or partial reimbursement to the Contributing Syndication Parties of such
Delinquent Amount. As between the Delinquent Syndication Party and the Contributing Syndication
Parties, the Delinquent Syndication Party&#146;s interest in its Advances shall be deemed to have been
partially assigned to the Contributing Syndication Parties in the amount of the Delinquent Amount
and Delinquency Interest owing to the Contributing Syndication Parties from time to time. This
Section shall also be applicable to Advances funded by the Administrative Agent (y)&nbsp;under Section
3.8 hereof, in which case the Administrative Agent, in its capacity as such, shall be deemed to be
the Contributing Syndication Party, and (z)&nbsp;under Section&nbsp;3.10 hereof, in which case the
Administrative Agent, in its capacity as such, shall be deemed to be the Contributing Syndication
Party and the Overnight Lender shall be deemed to be the Delinquent Syndication Party. For the
purposes of calculating interest owed by a Delinquent Syndication Party, payments received on other
than a Banking Day shall be deemed to have been received on the next Banking Day, and payments
received after 2:00 P.M. (Central time) shall be deemed to have been received on the next Banking
Day.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>14.4 </B><U>Agency Appointment</U>. Each of the Syndication Parties hereby designates and
appoints the Administrative Agent to act as agent to service and collect the Loans and its
respective Advances and Notes, if any, and to take such action on behalf of such Syndication Party
with respect to the Loans and such Advances and Notes, if any, and to execute such powers and to
perform such duties, as specifically delegated or required herein, as well as to exercise such
powers and to perform such duties as are reasonably incident thereto, and to receive and benefit
from such fees and indemnifications as are provided for or set forth herein, until such time as a
successor is appointed and qualified to act as the Administrative Agent.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>14.5 </B><U>Power and Authority of the Administrative Agent</U>. Without limiting the generality
of the power and authority vested in the Administrative Agent pursuant to Section&nbsp;14.5 hereof, the
power and authority vested in the Administrative Agent includes, but is not limited to, the
following:


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>14.5.1 </B><U>Advice</U>. To solicit the advice and assistance of each of the Syndication
Parties and Voting Participants concerning the administration of the Loans and the exercise by the
Administrative Agent of its various rights, remedies, powers, and discretions with respect thereto.
As to any matters not expressly provided for by this Credit Agreement or any other Loan Document,
the Administrative Agent shall in all cases be fully protected in acting, or in refraining from
acting, hereunder in accordance with instructions signed by all of the Syndication Parties or the
Required Lenders, as the case may be (and including in each such case, Voting Participants), and
any action taken or failure to act pursuant thereto shall be binding on all of the Syndication
Parties, Voting Participants, and the Administrative Agent.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>14.5.2 </B><U>Documents</U>. To execute, seal, acknowledge, and deliver as the Administrative
Agent, all such instruments as may be appropriate in connection with the administration of the
Loans and the exercise by the Administrative Agent of its various rights with respect thereto.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>14.5.3 </B><U>Proceedings</U>. To initiate, prosecute, defend, and to participate in, actions
and proceedings in its name as the Administrative Agent for the ratable benefit of the Syndication
Parties.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>14.5.4 </B><U>Retain Professionals</U>. To retain attorneys, accountants, and other
professionals to provide advice and professional services to the Administrative Agent, with their
fees and expenses reimbursable to the Administrative Agent by Syndication Parties pursuant to
Section&nbsp;14.17 hereof.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>14.5.5 </B><U>Incidental Powers</U>. To exercise powers reasonably incident to the
Administrative Agent&#146;s discharge of its duties enumerated in Section&nbsp;14.6 hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>14.6 </B><U>Duties of the Administrative Agent</U>. The duties of the Administrative Agent
hereunder shall consist of the following:


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>14.6.1 </B><U>Possession of Documents</U>. To safekeep one original of each of the Loan
Documents other than the Notes (which will be in the possession of the Syndication Party named as
payee therein).


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>14.6.2 </B><U>Distribute Payments</U>. To receive and distribute to the Syndication Parties
payments made by Borrower pursuant to the Loan Documents, as provided in Article&nbsp;5 hereof. Unless
the Administrative Agent shall have received notice from Borrower prior to the date on which any
payment is due to any Syndication Party hereunder that Borrower will not make such payment in full,
the Administrative Agent may assume that Borrower has made such payment in full to the
Administrative Agent on such date and the Administrative Agent in its sole discretion may, but
shall not be obligated to, in reliance upon such assumption, cause to be distributed to each
Syndication Party on such due date an amount equal to the amount then due such Syndication Party.
If and to the extent Borrower shall not have so made such payment in full to the Administrative
Agent, each Syndication Party shall repay to the Administrative Agent forthwith on demand such
amount distributed to such Syndication Party together with interest thereon, for each day from the
date such amount is distributed to such Syndication Party until the date such Syndication Party
repays such amount to the Administrative Agent at the customary rate set by the Administrative
Agent for the correction of errors among banks for three (3)&nbsp;Banking Days and thereafter at the
Base Rate.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>14.6.3 </B><U>Loan Administration</U>. Subject to the provisions of Section&nbsp;14.10 hereof, to, on
behalf of and for the ratable benefit of all Syndication Parties, in accordance with customary
banking practices, exercise all rights, powers, privileges, and discretion to which the
Administrative Agent is entitled to administer the Loans, including, without limitation: (a)
monitor all borrowing activity, Individual 364-Day Commitment balances, and maturity dates of all
LIBO Rate Loans; (b)&nbsp;monitor and report Credit Agreement and covenant compliance, and coordinate
required credit actions by the Syndication Parties (including Voting Participants where
applicable); (c)&nbsp;manage the process for future waivers and amendments if modifications to the
Credit Agreement are required; and (d)&nbsp;administer, record, and process all assignments to be made
for the current and future Syndication Parties (including the preparation of a revised <U>Schedule
1</U> to replace the previous <U>Schedule&nbsp;1</U>).


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>14.6.4 </B><U>Determination of Individual Lending Capacity and Individual Pro Rata Shares</U>.
The Administrative Agent shall (a)&nbsp;on or before 10:00&nbsp;A.M. and again at 12:30&nbsp;P.M. (Central time)
on each Banking Day calculate the Individual 364-Day Lending Capacity of each Syndication Party,
which 10:00&nbsp;A.M. calculation shall be in effect until 12:30&nbsp;P.M. of the same Banking Day and which
12:30&nbsp;P.M. calculation shall be in effect until 10:00&nbsp;A.M. of the next succeeding Banking Day; and
(b)&nbsp;on or before 12:00 noon (Central time) on each Banking Day calculate the Individual 364-Day Pro
Rata Share of each Syndication Party, which calculation shall be in effect until 12:00 noon of the
next succeeding Banking Day.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>14.6.5 </B><U>Forwarding of Information</U>. The Administrative Agent shall, within a reasonable
time after receipt thereof, forward to the Syndication Parties and Voting Participants notices and
reports provided to the Administrative Agent by Borrower pursuant to Section&nbsp;10.2 hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>14.7 </B><U>Action Upon Default</U>. Each Syndication Party agrees that upon its learning of any
facts which would constitute a Potential Default or Event of Default, it shall promptly notify the
Administrative Agent by a writing designated as a notice of default specifying in detail the nature
of such facts and default, and the Administrative Agent shall promptly send a copy of such notice
to all other Syndication Parties. The Administrative Agent shall be entitled to assume that no
Event of Default or Potential Default has occurred or is continuing unless an officer thereof
primarily responsible for the Administrative Agent&#146;s duties as such with respect to the Loans or
primarily responsible for the credit relationship between the Administrative Agent and Borrower has
actual knowledge of facts which would result in or constitute a Potential Default or Event of
Default, or has received written notice from Borrower of such fact, or has received written notice
of default from a Syndication Party. In the event the Administrative Agent has obtained actual
knowledge (in the manner described above) or received written notice of the occurrence of a
Potential Default or Event of Default as provided in the preceding sentences, the Administrative
Agent may, but is not required to exercise or refrain from exercising any rights which may be
available under the Loan Documents or at law on account of such occurrence and shall be entitled to
use its discretion with respect to exercising or refraining from exercising any such rights, unless
and until the Administrative Agent has received specific written instruction from the Required
Lenders to refrain from exercising such rights or to take specific designated action, in which case
it shall follow such instruction; provided that the Administrative Agent shall not be required to
take any action which will subject it to personal liability, or which is or may be contrary to any
provision of the Loan Documents or applicable law. The Administrative Agent shall not be subject
to any liability by reason of its acting or refraining from acting pursuant to any such
instruction.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>14.7.1 </B><U>Indemnification as Condition to Action</U>. Except for action expressly required
of the Administrative Agent hereunder, the Administrative Agent shall in all cases be fully
justified in failing or refusing to act hereunder unless it shall have received further assurances
(which may include cash collateral) of the indemnification obligations of the Syndication Parties
under Section&nbsp;14.19 hereof in respect of any and all liability and expense which may be incurred by
it by reason of taking or continuing to take any such action.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>14.8 </B><U>Bid Agent&#146;s Appointment, Power, Authority, Duties and Resignation or Removal</U>.
Each of the Syndication Parties hereby designates and appoints the Bid Agent to act as such and to
take such action on behalf of such Syndication Party with respect to the acceptance and processing
of Bid Requests and Bids as provided herein, as well as to exercise such powers and to perform such
duties as are reasonably incident thereto, and to receive and benefit from such fees and
indemnifications as are provided for or set forth herein, until such time as a successor is
appointed and qualified to act as the Bid Agent. The Bid Agent shall have such duties as specified
in this Credit Agreement. The resignation, removal, and designation of a successor for, the Bid
Agent shall be in accordance with the procedures set forth in Section&nbsp;14.21 hereof with respect to
the Administrative Agent. The Bid Agent and any successor Bid Agent shall be entitled to such fees
as agreed upon between Borrower and the Bid Agent for acting as the Bid Agent.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>14.9 </B><U>Consent Required for Certain Actions</U>. Notwithstanding the fact that this Credit
Agreement may otherwise provide that the Administrative Agent may act at its discretion, the
Administrative Agent may not take any of the following actions (nor may the Syndication Parties
take the action described in Subsection&nbsp;14.9.1(a)) with respect to, or under, the Loan Documents
without the prior written consent, given after notification by the Administrative Agent of its
intention to take any such action (or notification by such Syndication Parties as are proposing the
action described in Subsection&nbsp;14.9.1(a) of their intention to do so), of:


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>14.9.1 </B><U>Unanimous</U>. Each of the Syndication Parties and Voting Participants before:


<P align="left" style="font-size: 12pt; text-indent: 11%">(a)&nbsp;Amending the definition of Required Lenders as set forth herein or
Subsections&nbsp;14.9.1,&nbsp;14.9.2 or 14.9.3;


<P align="left" style="font-size: 12pt; text-indent: 11%">(b)&nbsp;Agreeing to an extension of the 364-Day Maturity Date, or, except as provided in Section
2.9, an increase in the 364-Day Commitment or any Syndication Party&#146;s share thereof;


<P align="left" style="font-size: 12pt; text-indent: 11%">(c)&nbsp;Agreeing to a reduction in the amount, or to a delay in the due date, of any payment by
Borrower of interest, principal, or fees, or a reduction in the rate at which interest accrues,
with respect to the 364-Day Facility; provided, however, this restriction shall not apply to a
delay in payment granted by the Administrative Agent in the ordinary course of administration of
the Loans and the exercise of reasonable judgment, so long as such payment delay does not exceed
five (5)&nbsp;days; or


<P align="left" style="font-size: 12pt; text-indent: 11%">(b)&nbsp;Amending Section&nbsp;5.6 hereof.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>14.9.2 </B><U>Required Lenders</U>. The Required Lenders before:


<P align="left" style="font-size: 12pt; text-indent: 11%">(a)&nbsp;Consenting to any action, amendment, or granting any waiver not covered in Subsections
14.9.1 or 14.9.3; or


<P align="left" style="font-size: 12pt; text-indent: 11%">(b)&nbsp;Agreeing to amend Article&nbsp;14 of this Credit Agreement (other than Subsections 14.9.1 or
14.9.3).


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>14.9.3 </B><U>Action Without Vote</U>. Notwithstanding any other provisions of this Section, the
Administrative Agent or, with respect to Subsection 14.9.3(b) hereof, the Administrative Agent, may
take the following actions without obtaining the consent of the Syndication Parties or the Voting
Participants:


<P align="left" style="font-size: 12pt; text-indent: 11%">(a)&nbsp;Determining (i)&nbsp;whether the conditions to an Advance have been met, and (ii)&nbsp;the amount of
such Advance;


<P align="left" style="font-size: 12pt; text-indent: 11%">(b)&nbsp;Determining whether the Bid Advance conditions and procedures as set forth in Article&nbsp;3
hereof have been properly satisfied.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>14.9.4 </B><U>Voting Participants</U>. Under the circumstances set forth in Section&nbsp;14.27
hereof, each Voting Participant shall be accorded voting rights as though such Person was a
Syndication Party, and in such case the voting rights of the Syndication Party from which such
Voting Participant acquired its participation interest shall be reduced accordingly.


<P align="left" style="font-size: 12pt">If no written consent or denial is received from a Syndication Party or a Voting Participant within
five (5)&nbsp;Banking Days after written notice of any proposed action as described in this Section&nbsp;is
delivered to such Syndication Party or Voting Participant by the Administrative Agent, such
Syndication Party or Voting Participant shall be conclusively deemed to have consented thereto for
the purposes of this Section.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>14.10 </B><U>Distribution of Principal and Interest</U>. The Administrative Agent will receive
and accept all payments (including prepayments) of principal and interest made by Borrower on the
Loans and will hold all such payments in trust for the benefit of all appropriate present and
future Syndication Parties, and, if requested in writing by the Required Lenders, in an account
segregated from the Administrative Agent&#146;s other funds and accounts (&#147;<B>Payment Account</B>&#148;). After the
receipt by the Administrative Agent of any payment representing interest or principal on the Loans,
the Administrative Agent shall remit to the appropriate Syndication Party its share of such payment
as provided in Article&nbsp;5 hereof, (&#147;<B>Payment Distribution</B>&#148;) no later than 3:00 P.M. (Central time) on
the same Banking Day as such payment is received by the Administrative Agent if received no later
than 1:00 P.M. (Central time) or the next Banking Day if received by the Administrative Agent
thereafter. Any Syndication Party&#146;s rights to its Payment Distribution shall be subject to the
rights of any Contributing Syndication Parties to such amounts as set forth in Section&nbsp;14.3 hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>14.11 </B><U>Distribution of Certain Amounts</U>. The Administrative Agent shall (a)&nbsp;receive and
hold in trust for the benefit of all present and future Syndication Parties, in the Payment Account
and, if requested in writing by the Required Lenders, segregated from the Administrative Agent&#146;s
other funds and accounts and (b)&nbsp;shall remit to the Syndication Parties, as indicated, the amounts
described below:


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>14.11.1 </B><U>Funding Losses</U>. To each Syndication Party the amount of any Funding Losses
paid by Borrower to the Administrative Agent in connection with a prepayment of any portion of a
LIBO Rate Loan or a Bid Rate Loan, in accordance with the Funding Loss Notice such Syndication
Party provided to the Administrative Agent, no later than 3:00 P.M. (Central time) on the same
Banking Day that payment of such Funding Losses is received by the Administrative Agent, if
received no later than 1:00 P.M. (Central time), or the next Banking Day if received by the
Administrative Agent thereafter.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>14.11.2 </B><U>Fees</U>. To each Syndication Party its share of any 364-Day Facility Fees paid
by Borrower to the Administrative Agent, no later than 3:00 P.M. (Central time) on the same Banking
Day that payment of such fees is received by the Administrative Agent, if received no later than
1:00 P.M. (Central time), or the next Banking Day if received by the Administrative Agent
thereafter.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>14.12 </B><U>Collateral Application</U>. The Syndication Parties shall have no interest in any
other loans made to Borrower by any other Syndication Party other than the Loans, or in any
property taken as security for any other loan or loans made to Borrower by any other Syndication
Party, or in any property now or hereinafter in the possession or control of any other Syndication
Party, which may be or become security for the Loans solely by reason of the provisions of a
security instrument that would cause such security instrument and the property covered thereby to
secure generally all indebtedness owing by Borrower to such other Syndication Party.
Notwithstanding the foregoing, to the extent such other Syndication Party applies such funds or the
proceeds of such property to reduction of one or more of the Loans, such other Syndication Party
shall share such funds or proceeds with all Syndication Parties according to their respective
Individual 364-Day Commitments. Each Syndication Party shall retain its general right of setoff
and other general rights such as banker&#146;s lien, general lien, or counterclaim. However, in the
event that any Syndication Party shall obtain payment, whether partial or full, from any source in
respect of one or more of the Loans, including without limitation payment by reason of the exercise
of a right of setoff, banker&#146;s lien, general lien, or counterclaim, such Syndication Party shall
promptly make such adjustments (which may include payment in cash or the purchase of further
Syndication Interests or participations in the Loans) to the end that such excess payment shall be
shared with all other Syndication Parties in accordance with their respective Individual 364-Day
Commitments. Notwithstanding any of the foregoing provisions of this Section or Article&nbsp;9 hereof,
no Syndication Party other than CoBank shall have any right to, or to the proceeds of, or any right
to the application to any amount owing to such Syndication Party hereunder of any the proceeds of,
(a)&nbsp;any Bank Equity Interests issued to Borrower by CoBank or on account of any statutory lien held
by CoBank on such Bank Equity Interests, or (b)&nbsp;any Bank Equity Interests issued to Borrower by any
Farm Credit System Institution (other than CoBank) which is a Syndication Party hereunder or on
account of any statutory lien held by such Farm Credit System Institution on such Bank Equity
Interests.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>14.13 </B><U>Amounts Required to be Returned</U>. If the Administrative Agent makes any payment
to a Syndication Party in anticipation of the receipt of final funds from Borrower, and such funds
are not received from Borrower, or if excess funds are paid by the Administrative Agent to any
Syndication Party as the result of a miscalculation by the Administrative Agent, then such
Syndication Party shall, on demand of the Administrative Agent, forthwith return to the
Administrative Agent any such amounts, plus interest thereon (from the day such amounts were
transferred by the Administrative Agent to the Syndication Party to, but not including, the day
such amounts are returned by Syndication Party) at a rate per annum equal to the customary rate set
by the Administrative Agent for the correction of errors among banks for three (3)&nbsp;Banking Days and
thereafter at the Base Rate. If the Administrative Agent is required at any time to return to
Borrower or a trustee, receiver, liquidator, custodian, or similar official any portion of the
payments made by Borrower to the Administrative Agent, whether pursuant to any bankruptcy or
insolvency law or otherwise, then each Syndication Party shall, on demand of the Administrative
Agent, forthwith return to the Administrative Agent any such payments transferred to such
Syndication Party by the Administrative Agent but without interest or penalty (unless the
Administrative Agent is required to pay interest or penalty on such amounts to the person
recovering such payments).


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>14.14 </B><U>Reports and Information to Syndication Parties</U>. The Administrative Agent shall
use reasonable efforts to provide to the Syndication Parties, as soon as practicable after actual
knowledge thereof is acquired by an officer thereof primarily responsible for the Administrative
Agent&#146;s duties as such with respect to the Loans or primarily responsible for the credit
relationship between the Administrative Agent and Borrower, any material factual information which
has a material adverse effect on the creditworthiness of Borrower, and Borrower hereby authorizes
such disclosure by the Administrative Agent to the Syndication Parties (and by the Syndication
Parties to any of their participants). Failure of the Administrative Agent to provide the
information referred to in this Section&nbsp;or in Subsection 14.6.5 hereof shall not result in any
liability upon, or right to make a claim against, the Administrative Agent except where a court of
competent jurisdiction renders a final non-appealable determination that such failure is a result
of the willful misconduct or gross negligence of the Administrative Agent. Syndication Parties
acknowledge and agree that all information and reports received pursuant to this Credit Agreement
will be received in confidence in connection with their Syndication Interest, and that such
information and reports constitute confidential information and shall not, without the prior
written consent of the Administrative Agent or Borrower (which consent will not be unreasonably
withheld, provided that Borrower shall have no consent rights upon the occurrence and during the
continuance of an Event of Default), be (a)&nbsp;disclosed to any third party (other than the
Administrative Agent, another Syndication Party or potential Syndication Party, or a participant or
potential participant in the interest of a Syndication Party, which disclosure is hereby approved
by Borrower), except pursuant to appropriate legal or regulatory process, or (b)&nbsp;used by the
Syndication Party except in connection with the Loans and its Syndication Interest.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>14.15 </B><U>Standard of Care</U>. The Administrative Agent shall not be liable to Syndication
Parties for any error in judgment or for any action taken or not taken by the Administrative Agent
or its agents, except to the extent that a court of competent jurisdiction renders a final
non-appealable determination that any of the foregoing resulted from the gross negligence or
willful misconduct of the Administrative Agent. Subject to the preceding sentence, the
Administrative Agent will exercise the same care in administering the Loans and the Loan Documents
as it exercises for similar loans which it holds for its own account and risk, and the
Administrative Agent shall not have any further responsibility to the Syndication Parties. Without
limiting the foregoing, the Administrative Agent may rely on the advice of counsel concerning legal
matters and on any written document it believes to be genuine and correct and to have been signed
or sent by the proper Person or Persons.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>14.16 </B><U>No Trust Relationship</U>.<B>&nbsp; </B>Neither the execution of this Credit Agreement, nor the
sharing in the Loans, nor the holding of the Loan Documents in its name by the Administrative
Agent, nor the management and administration of the Loans and Loan Documents by the Administrative
Agent (including the obligation to hold certain payments and proceeds in the Payment Account in
trust for the Syndication Parties), nor any other right, duty or obligation of the Administrative
Agent under or pursuant to this Credit Agreement is intended to be or create, and none of the
foregoing shall be construed to be or create, any express, implied or constructive trust
relationship between the Administrative Agent and any Syndication Party. Each Syndication Party
hereby agrees and stipulates that the Administrative Agent is not acting as trustee for such
Syndication Party with respect to the Loans, this Credit Agreement, or any aspect of either, or in
any other respect.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>14.17 </B><U>Sharing of Costs and Expenses</U>. To the extent not paid by Borrower, each
Syndication Party will promptly upon demand reimburse the Administrative Agent for its
proportionate share (based on the ratio of its Individual 364-Day Commitment to the 364-Day
Commitment), for all reasonable costs, disbursements, and expenses incurred by the Administrative
Agent on or after the date of this Credit Agreement for legal, accounting, consulting, and other
services rendered to the Administrative Agent in its role as the Administrative Agent in the
administration of the Loans, interpreting the Loan Documents, and protecting, enforcing, or
otherwise exercising any rights, both before and after default by Borrower under the Loan
Documents, and including, without limitation, all costs and expenses incurred in connection with
any bankruptcy proceedings and the exercise of any remedies with respect to the Cash Collateral
Account or otherwise; provided, however, that the costs and expenses to be shared in accordance
with this Section&nbsp;shall not include any costs or expenses incurred by the Administrative Agent
solely as a Syndication Party in connection with the Loans, nor to the Administrative Agent&#146;s
internal costs and expenses.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>14.18 </B><U>Syndication Parties&#146; Indemnification of the Administrative Agent and Bid Agent</U>.
Each of the Syndication Parties agree to indemnify the Administrative Agent, including any
Successor Agent, and the Bid Agent, and their respective directors, officers, employees, agents,
professional advisers and representatives (&#147;<B>Indemnified Agency Parties</B>&#148;), (to the extent not
reimbursed by Borrower, and without in any way limiting the obligation of Borrower to do so),
ratably (based on the ratio of its Individual 364-Day Commitment to the 364-Day Commitment), from
and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including,
without limitation, at any time following the payment of the Loans and/or the expiration or
termination of this Credit Agreement) be imposed on, incurred by or asserted against the
Administrative Agent or the Bid Agent (or any of the Indemnified Agency Parties while acting for
the Administrative Agent or for any Successor Agent) in any way relating to or arising out of this
Credit Agreement or the Loan Documents, or the performance of the duties of the Administrative
Agent or the Bid Agent hereunder or thereunder or any action taken or omitted while acting in the
capacity of the Administrative Agent or the Bid Agent under or in connection with any of the
foregoing; provided that the Syndication Parties shall not be liable for the payment of any portion
of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of an Indemnified Agency Party to the extent that a court of competent
jurisdiction renders a final non-appealable determination that the foregoing are the result of the
willful misconduct or gross negligence of such Indemnified Agency Party. The agreements and
obligations in this Section&nbsp;shall survive the payment of the Loans and the expiration or
termination of this Credit Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>14.19 </B><U>Books and Records</U>. The Administrative Agent shall maintain such books of
account and records relating to the Loans as it maintains with respect to other loans of similar
type and amount, and which shall clearly and accurately reflect the Syndication Interest of each
Syndication Party. The Syndication Parties, or their agents, may inspect such books of account and
records at all reasonable times during the Administrative Agent&#146;s regular business hours.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>14.20 </B><U>Administrative Agent Fee</U>. The Administrative Agent and any Successor Agent
shall be entitled to such fee as agreed upon between Borrower and the Administrative Agent for
acting as the Administrative Agent.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>14.21 </B><U>The Administrative Agent&#146;s Resignation or Removal</U>. The Administrative Agent may
resign at any time by giving at least sixty (60)&nbsp;days&#146; prior written notice of its intention to do
so to each of the Syndication Parties and Borrower. After the receipt of such notice, the Required
Lenders shall appoint a successor (&#147;<B>Successor Agent</B>&#148;). If (a)&nbsp;no Successor Agent shall have been
so appointed which is either (i)&nbsp;a Syndication Party, or (ii)&nbsp;if not a Syndication Party, which is
a Person approved by Borrower, such approval not to be unreasonably withheld (provided that
Borrower shall have no approval rights upon the occurrence and during the continuance of an Event
of Default), or (b)&nbsp;if such Successor Agent has not accepted such appointment, in either case
within forty-five (45)&nbsp;days after the retiring Administrative Agent&#146;s giving of such notice of
resignation, then the retiring Administrative Agent may, after consulting with, but without
obtaining the approval of, Borrower, appoint a Successor Agent which shall be a bank or a trust
company organized under the laws of the United States of America or any state thereof and having a
combined capital, surplus and undivided profit of at least $250,000,000. Any Administrative Agent
may be removed upon the written demand of the Required Lenders, which demand shall also appoint a
Successor Agent. Upon the appointment of a Successor Agent hereunder, (a)&nbsp;the term &#147;Administrative
Agent&#148; shall for all purposes of this Credit Agreement thereafter mean such Successor Agent, and
(b)&nbsp;the Successor Agent shall notify Borrower of its identity and of the information called for in
Subsection 15.4.2 hereof. After any retiring Administrative Agent&#146;s resignation hereunder as the
Administrative Agent, or the removal hereunder of any Administrative Agent, the provisions of this
Credit Agreement shall continue to inure to the benefit of such Administrative Agent as to any
actions taken or omitted to be taken by it while it was the Administrative Agent under this Credit
Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>14.22 </B><U>Representations and Warranties of All Parties</U>. The Administrative Agent, the
Bid Agent, and each Syndication Party represents and warrants that: (a)&nbsp;the execution and delivery
of, and performance of its obligations under, this Credit Agreement is within its power and has
been duly authorized by all necessary corporate and other action by it; (b)&nbsp;this Credit Agreement
is in material compliance with all applicable laws and regulations promulgated under such laws and
does not conflict with nor constitute a breach of its charter or by-laws nor any agreements by
which it is bound, and does not violate any judgment, decree or governmental or administrative
order, rule or regulation applicable to it; (c)&nbsp;no approval, authorization or other action by, or
declaration to or filing with, any governmental or administrative authority or any other Person is
required to be obtained or made by it in connection with the execution and delivery of, and
performance of its obligations under, this Credit Agreement; and (d)&nbsp;this Credit Agreement has been
duly executed by it, and, to its knowledge, constitutes the legal, valid, and binding obligation of
such Person, enforceable in accordance with its terms, except as such enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting
the rights of creditors generally and general equitable principles (regardless of whether such
enforceability is considered in a proceeding at law or in equity). Each Syndication Party that is
a state or national bank represents and warrants that the act of entering into and performing its
obligations under this Credit Agreement has been approved by its board of directors or its loan
committee and such action was duly noted in the written minutes of the meeting of such board or
committee, and that it will, upon the Administrative Agent&#146;s written request following such
Syndication Party&#146;s default under any of its obligations hereunder, furnish the Administrative
Agent with a certified copy of such minutes or an excerpt therefrom reflecting such approval.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>14.23 </B><U>Representations and Warranties of CoBank</U>. Except as expressly set forth in
Section&nbsp;14.22 hereof, CoBank, in its role as a Syndication Party and as the Administrative Agent,
makes no express or implied representation or warranty and assumes no responsibilities with respect
to the due authorization, execution, or delivery of the Loan Documents; the accuracy of any
information, statements, or certificates provided by Borrower, the legality, validity, or
enforceability of the Loan Documents; the filing or recording of any document; the collectibility
of the Loans; the performance by Borrower of any of its obligations under the Loan Documents; or
the financial condition or solvency of Borrower or any other party obligated with respect to the
Loans or the Loan Documents.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>14.24 </B><U>Syndication Parties&#146; Independent Credit Analysis</U>. Each Syndication Party
acknowledges receipt of true and correct copies of all Loan Documents (other than any Note payable
to another Syndication Party) from the Administrative Agent. Each Syndication Party agrees and
represents that it has relied upon its independent review (a)&nbsp;of the Loan Documents, and (b)&nbsp;any
information independently acquired by such Syndication Party from Borrower or otherwise in making
its decision to acquire an interest in the Loans independently and without reliance on the
Administrative Agent. Each Syndication Party represents and warrants that it has obtained such
information as it deems necessary (including any information such Syndication Party independently
obtained from Borrower or others) prior to making its decision to acquire an interest in the Loans.
Each Syndication Party further agrees and represents that it has made its own independent analysis
and appraisal of and investigation into each Borrower&#146;s authority, business, operations, financial
and other condition, creditworthiness, and ability to perform its obligations under the Loan
Documents and has relied on such review in making its decision to acquire an interest in the Loans.
Each Syndication Party agrees that it will continue to rely solely upon its independent review of
the facts and circumstances related to Borrower, and without reliance upon the Administrative
Agent, in making future decisions with respect to all matters under or in connection with the Loan
Documents and the Loans. The Administrative Agent assumes no responsibility for the financial
condition of Borrower or for the performance of Borrower&#146;s obligations under the Loan Documents.
Except as otherwise expressly provided herein, no Syndication Party shall have any duty or
responsibility to furnish to any other Syndication Parties any credit or other information
concerning Borrower which may come into its possession.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>14.25 </B><U>No Joint Venture or Partnership</U>. Neither the execution of this Credit
Agreement, the sharing in the Loans, nor any agreement to share in payments or losses arising as a
result of this transaction is intended to be or to create, and the foregoing shall not be construed
to be, any partnership, joint venture or other joint enterprise between the Administrative Agent
and any Syndication Party, nor between or among any of the Syndication Parties.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>14.26 </B><U>Purchase for Own Account; Restrictions on Transfer; Participations</U>. Each
Syndication Party represents that it has acquired and is retaining its interest in the Loans for
its own account in the ordinary course of its banking or financing business and not with a view
toward the sale, distribution, further participation, or transfer thereof. Each Syndication Party
other than CoBank agrees that it will not sell, assign, convey or otherwise dispose of (&#147;<B>Transfer</B>&#148;)
to any Person, or create or permit to exist any lien or security interest on all or any part of its
interest in the Loans, without the prior written consent of the Administrative Agent and Borrower
(which consent will not be unreasonably withheld, provided that Borrower shall have no approval
rights upon the occurrence and during the continuance of an Event of Default); provided that: (a)
any such Transfer (except a Transfer to another Syndication Party or a Transfer by CoBank) must be
in a minimum amount of &nbsp;$5,000,000.00; (b)&nbsp;each Syndication Party must maintain an Individual
364-Day Commitment of no less than $5,000,000.00, unless it Transfers its entire Syndication
Interest; (c)&nbsp;the transferee must execute an agreement substantially in the form of <U>Exhibit
14.26</U> hereto (&#147;<B>Syndication Acquisition Agreement</B>&#148;) and assume all of the transferor&#146;s
obligations hereunder and execute such documents as the Administrative Agent may reasonably
require; and (d)&nbsp;the Syndication Party making such Transfer must pay, or cause the transferee to
pay, the Administrative Agent an assignment fee of $3,500.00. Any Syndication Party may
participate any part of its interest in the Loans to any Person with the prior written consent of
the Administrative Agent and Borrower (which consent will not be unreasonably withheld, provided
that Borrower shall have no approval rights upon the occurrence and during the continuance of an
Event of Default), provided that no such consent shall be required where the participant is a
Person at least fifty percent (50%) the equity interest in which is owned by such Syndication Party
or which owns at least fifty percent (50%) of the equity interest in such Syndication Party or at
least fifty percent (50%) of the equity interest of which is owned by the same Person which owns at
least fifty percent (50%) of the equity interest of such Syndication Party, and each Syndication
Party understands and agrees that in the event of any such participation: (x)&nbsp;its obligations
hereunder will not change on account of such participation; (y)&nbsp;the participant will have no rights
under this Credit Agreement, including, without limitation, voting rights (except as provided in
Section&nbsp;14.27 hereof with respect to Voting Participants) or the right to receive payments or
distributions; and (z)&nbsp;the Administrative Agent shall continue to deal directly with the
Syndication Party with respect to the Loans (including with respect to voting rights, except as
provided in Section&nbsp;14.27 hereof with respect to Voting Participants) as though no participation
had been granted and will not be obligated to deal directly with any participant (except as
provided in Section&nbsp;14.27 hereof with respect to Voting Participants). Notwithstanding any
provision contained herein to the contrary, any Syndication Party may at any time pledge or assign
all or any portion of its interest in the Loans to any Federal Reserve Bank or any Farm Credit Bank
in accordance with applicable law. CoBank reserves the right to sell participations on a
non-patronage basis.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>14.27 </B><U>Certain Participants&#146; Voting Rights</U>. Any Farm Credit System Institution which
(a)&nbsp;has acquired and, at any time of determination maintains, a participation interest in the
minimum aggregate amount of $10,000,000.00 in a particular Syndication Party&#146;s Individual 364-Day
Commitment and Individual Outstanding 364-Day Obligations, and (b)&nbsp;has been designated in writing
by such Syndication Party to the Administrative Agent as having such entitlement (such designation
to include for such participant, its name, contact information, and dollar participation amount)
(each a &#147;<B>Voting Participant</B>&#148;), shall be entitled to vote (and such Syndication Party&#146;s voting
rights shall be correspondingly reduced), on a dollar basis, as if such Voting Participant were a
Syndication Party, on any matter requiring or allowing a Syndication Party, to provide or withhold
its consent, or to otherwise vote on any proposed action. The voting rights of any Syndication
Party so designating a Voting Participant shall be reduced by an equivalent dollar amount.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>14.28 </B><U>Method of Making Payments</U>. Payment and transfer of all amounts owing or to be
paid or remitted hereunder, including, without limitation, payment of the Advance Payment by
Syndication Parties, and distribution of principal or interest payments or fees or other amounts by
the Administrative Agent, shall be by wire transfer in accordance with the instructions contained
on <U>Exhibit&nbsp;14.28</U> hereto (&#147;<B>Wire Instructions</B>&#148;).


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>14.29 </B><U>Events of Syndication Default/Remedies</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>14.29.1 </B><U>Syndication Party Default</U>. Any of the following occurrences, failures or
acts, with respect to any of the Syndication Parties shall constitute an &#147;<B>Event of Syndication
Default</B>&#148; hereunder by such party: (a)&nbsp;if any representation or warranty made by such party in this
Credit Agreement shall be found to have been untrue in any material respect; (b)&nbsp;if such party
fails to make any distributions or payments required under this Credit Agreement within five (5)
days of the date required; (c)&nbsp;if such party breaches any other covenant, agreement, or provision
of this Credit Agreement which breach shall have continued uncured for a period of thirty (30)
consecutive days after such breach first occurs, unless a shorter period is required to avoid
prejudicing the rights and position of the other Syndication Parties; (d)&nbsp;if any agency having
supervisory authority over such party, or any creditors thereof, shall file a petition to
reorganize or liquidate such party pursuant to any applicable federal or state law or regulation
and such petition shall not be discharged or denied within fifteen (15)&nbsp;days after the date on
which it is filed; (e)&nbsp;if by the order of a court of competent jurisdiction or by any appropriate
supervisory agency, a receiver, trustee or liquidator shall be appointed for such party or for all
or any material part of its property or if such party shall be declared insolvent; or (f)&nbsp;if such
party shall be dissolved, or shall make an assignment for the benefit of its creditors, or shall
file a petition seeking to take advantage of any debtors&#146; act, including the bankruptcy act, or
shall admit in writing its inability to pay its debts generally as they become due, or shall
consent to the appointment of a receiver or liquidator of all or any material part of its property.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>14.29.2 </B><U>Remedies</U>. Upon the occurrence of an Event of Syndication Default, the
non-defaulting Syndication Parties, acting by, or through the direction of, a simple majority
(determined based on the ratio of (a)&nbsp;their Individual 364-Day Commitments to (b)(i) the 364-Day
Commitment less (ii)&nbsp;the Individual 364-Day Commitment of the defaulting Syndication Party) of the
non-defaulting Syndication Parties, may, in addition to any other remedy specifically set forth in
this Credit Agreement, have and exercise any and all remedies available generally at law or equity,
including the right to damages and to specific performance.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>14.30 </B><U>Withholding Taxes</U>. Each Syndication Party represents that under the applicable
law in effect as of the date it becomes a Syndication Party, it is entitled to receive any payments
to be made to it hereunder without the withholding of any tax and will furnish to the
Administrative Agent and to Borrower such forms, certifications, statements and other documents as
the Administrative Agent or Borrower may request from time to time to evidence such Syndication
Party&#146;s exemption from the withholding of any tax imposed by any jurisdiction or to enable the
Administrative Agent or Borrower, as the case may be, to comply with any applicable laws or
regulations relating thereto. Without limiting the effect of the foregoing, each Syndication Party
that was not created or organized under the laws of the United States of America or any state or
other political subdivision thereof (&#147;<B>Non-US Lender</B>&#148;), shall, on the Closing Date, or upon its
becoming a Syndication Party (for Persons that were not Syndication Parties on the Closing Date),
furnish to the Administrative Agent and Borrower two original copies of IRS Form W-8BEN, W-8ECI,
4224, or Form&nbsp;1001, as appropriate, (or any successor forms), or such other forms, certifications,
statements of exemption, or documents as may be required by the IRS or by the Administrative Agent
or Borrower, in their reasonable discretion, duly executed and completed by such Syndication Party,
to establish, and as evidence of, such Syndication Party&#146;s exemption from the withholding of United
States tax with respect to any payments to such Syndication Party of interest or fees payable under
any of the Loan documents. Further, each Non-US Lender hereby agrees, from time to time after the
initial delivery by such Syndication Party of such forms, whenever a lapse in time or change in
circumstances renders such forms, certificates or other evidence so delivered obsolete or
inaccurate in any material respect, that such Syndication Party shall promptly (a)&nbsp;deliver to the
Administrative Agent and to Borrower two original copies of renewals, amendments or additional or
successor forms, properly completed and duly executed by such Syndication Party, together with any
other certificate or statement of exemption required in order to confirm or establish that such
Syndication Party is not subject to United States withholding tax with respect to payments to such
Syndication Party under the Loan Documents or (b)&nbsp;notify the Administrative Agent and Borrower of
its inability to deliver any such forms, certificates or other evidence. Notwithstanding anything
herein to the contrary, Borrower shall not be obligated to make any payments hereunder to such
Syndication Party until such Syndication Party shall have furnished to the Administrative Agent and
Borrower each requested form, certification, statement or document.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>14.31 </B><U>Replacement of Holdout Lender</U>. If any action to be taken by the Syndication
Parties or the Administrative Agent hereunder requires the unanimous consent, authorization, or
agreement of all Syndication Parties and Voting Participants, and a Syndication Party or Voting
Participant (&#147;<B>Holdout Lender</B>&#148;) fails to give its consent, authorization, or agreement, then the
Administrative Agent, upon at least five (5)&nbsp;Banking Days prior irrevocable notice to the Holdout
Lender, may permanently replace the Holdout Lender with one or more substitute Syndication Parties
(each, a &#147;<B>Replacement Lender</B>&#148;), and the Holdout Lender shall have no right to refuse to be replaced
hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such
replacement, which date shall not be later than fifteen (15)&nbsp;Banking Days after the date such
notice is given. Prior to the effective date of such replacement, the Holdout Lender and each
Replacement Lender shall execute and deliver a Syndication Acquisition Agreement, subject only to
the Holdout Lender being repaid its full share of the outstanding Bank Debt without any premium,
discount, or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute
and deliver any such Syndication Acquisition Agreement prior to the effective date of such
replacement, the Holdout Lender shall be deemed to have executed and delivered such Syndication
Acquisition Agreement. The replacement of any Holdout Lender shall be made in accordance with the
terms of Section&nbsp;14.26 hereof. Until such time as the Replacement Lenders shall have acquired all
of the Syndication Interest of the Holdout Lender hereunder and under the other Loan Documents, the
Holdout Lender shall remain obligated to provide the Holdout Lender&#146;s Funding Share of Advances.
In the event that the Holdout Lender is a Voting Participant, (a)&nbsp;the Syndication Party through
which such Voting Participant acquired its interest shall have the first option to repurchase such
participation interest and be the Replacement Lender, provided (b)&nbsp;the Syndication Party through
which such Voting Participant acquired its interest does not, within five (5)&nbsp;Banking Days after
the Administrative Agent has given notice to the Holdout Lender as provided above, elect to become
the Replacement Lender, then such Syndication Party shall cancel or re-acquire such Voting
Participant&#146;s interest and shall sell to the Replacement Lender(s) an interest in it&#146;s Individual
364-Day Commitment equivalent to such Voting Participant&#146;s interest.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>14.32 </B><U>Amendments Concerning Agency Function</U>. Neither the Administrative Agent nor the
Bid Agent shall be bound by any waiver, amendment, supplement or modification of this Credit
Agreement or any other Loan Document which affects its duties hereunder or thereunder unless it
shall have given its prior written consent thereto.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>14.33 </B><U>Agent Duties and Liabilities</U>. The Co-Syndication Agents shall not, in their
capacity as such, have any powers, duties, responsibilities or liabilities with respect to this
Credit Agreement or the transactions contemplated herein. Without limiting the foregoing, none of
the Co-Syndication Agents shall be subject to any fiduciary or other implied duties, or have any
liability to any Person for acting as such. Nothing in this Section shall be construed to relieve
the Co-Syndication Agents of their duties, responsibilities and liabilities arising out of their
capacity as Syndication Parties.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>14.34 </B><U>Further Assurances</U>. The Administrative Agent and each Syndication Party agree
to take whatever steps and execute such documents as may be reasonable and necessary to implement
this Article&nbsp;14 and to carry out fully the intent thereof.


<P align="left" style="font-size: 12pt"><FONT style="font-variant: SMALL-CAPS"><B>ARTICLE 15.</B></FONT> <FONT style="font-variant: SMALL-CAPS"> <B>MISCELLANEOUS</B>
</FONT>

<P align="left" style="font-size: 12pt; text-indent: 4%"><B>15.1 </B><U>Costs and Expenses</U>. To the extent permitted by law, Borrower agrees to pay to
the Administrative Agent and the Syndication Parties, on demand, all out-of-pocket costs and
expenses (a)&nbsp;incurred by the Administrative Agent (including, without limitation, the reasonable
fees and expenses of counsel retained by the Administrative Agent, and including fees and expenses
incurred for consulting, appraisal, engineering, inspection, and environmental assessment services)
in connection with the preparation, negotiation, and execution of the Loan Documents and the
transactions contemplated thereby, and processing the 364-Day Borrowing Notices; and (b)&nbsp;incurred
by the Administrative Agent or any Syndication Party (including, without limitation, the reasonable
fees and expenses of counsel retained by the Administrative Agent and the Syndication Parties) in
connection with the enforcement or protection of the Syndication Parties&#146; rights under the Loan
Documents upon the occurrence of an Event of Default or upon the commencement of an action by
Borrower against the Administrative Agent or any Syndication Party, including without limitation
collection of the Loan (regardless of whether such enforcement or collection is by court action or
otherwise). Borrower shall not be obligated to pay the costs or expenses of any Person whose only
interest in the Loan is as a holder of a participation interest. In addition, to the extent
permitted by law, Borrower agrees to pay to the Bid Agent, on demand, all out-of-pocket costs and
expenses incurred by the Bid Agent in connection with the processing of Bid Rate Loans, including
the Bid Requests, Bids, Bid Results Notices, and Bid Selection Notices and the procedures related
thereto.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>15.2 </B><U>Service of Process and Consent to Jurisdiction</U>. Borrower and each Syndication
Party hereby agrees that any litigation with respect to this Credit Agreement or to enforce any
judgment obtained against such Person for breach of this Credit Agreement or under the Notes or
other Loan Documents may be brought in the courts of the State of Colorado and in the United States
District Court for the District of Colorado (if applicable subject matter jurisdictional
requirements are present), as the Administrative Agent may elect; and, by execution and delivery of
this Credit Agreement, Borrower and each Syndication Party irrevocably submits to such
jurisdiction. With respect to litigation concerning this Credit Agreement or under the Notes or
other Loan Documents within the jurisdiction of the courts of the State of Colorado or the United
States District Court for the District of Colorado, Borrower and each Syndication Party hereby
irrevocably appoints, until six (6)&nbsp;months after the expiration of the 364-Day Maturity Date (as it
may be extended at anytime), The Corporation Company, or such other Person as it may designate to
the Administrative Agent, in each case with offices in Denver, Colorado and otherwise reasonably
acceptable to the Administrative Agent to serve as the agent of Borrower or such Syndication Party
to receive for and on its behalf at such agent&#146;s Denver, Colorado office, service of process, which
service may be made by mailing a copy of any summons or other legal process to such Person in care
of such agent. Borrower and each Syndication Party agrees that it shall maintain a duly appointed
agent in Colorado for service of summons and other legal process as long as it remains obligated
under this Credit Agreement and shall keep the Administrative Agent advised in writing of the
identity and location of such agent. The receipt by such agent and/or by Borrower or such
Syndication Party, as applicable, of such summons or other legal process in any such litigation
shall be deemed personal service and acceptance by Borrower or such Syndication Party, as
applicable, for all purposes of such litigation.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>15.3 </B><U>Jury Waiver</U>. IT IS MUTUALLY AGREED BY AND BETWEEN THE ADMINISTRATIVE AGENT, THE
BID AGENT, EACH SYNDICATION PARTY, AND BORROWER THAT THEY EACH WAIVE TRIAL BY JURY IN ANY ACTION,
PROCEEDING, OR COUNTERCLAIM BROUGHT BY ANY OF THEM AGAINST ANY OTHER PARTY ON ANY MATTER WHATSOEVER
ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS CREDIT AGREEMENT, THE NOTES, OR THE OTHER LOAN
DOCUMENTS.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>15.4 </B><U>Notices</U>. All notices, requests and demands required or permitted under the terms
of this Credit Agreement shall be in writing and (a)&nbsp;shall be addressed as set forth below or at
such other address as either party shall designate in writing, (b)&nbsp;shall be deemed to have been
given or made: (i)&nbsp;if delivered personally, immediately upon delivery, (ii)&nbsp;if by telex, telegram
or facsimile transmission, immediately upon sending and upon confirmation of receipt, (iii)&nbsp;if by
nationally recognized overnight courier service with instructions to deliver the next Banking Day,
one (1)&nbsp;Banking Day after sending, and (iv)&nbsp;if by United States Mail, certified mail, return
receipt requested, five (5)&nbsp;days after mailing.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>15.4.1 </B><U>Borrower</U>:



<P align="left" style="margin-left:8%; font-size: 12pt">CHS Inc.
<BR>
5500 Cenex Drive
<BR>
Inver Grove Heights, Minnesota 55077
<BR>
FAX: (651)&nbsp;355-4554
<BR>
Attention: Executive Vice President and Chief Financial Officer
<BR>
e-mail address: john.schmitz@chsinc.com



<P align="left" style="margin-left:8%; font-size: 12pt">with a copy to:



<P align="left" style="margin-left:8%; font-size: 12pt">CHS Inc.
<BR>
5500 Cenex Drive
<BR>
Inver Grove Heights, Minnesota 55077
<BR>
FAX: (651)&nbsp;355-4554
<BR>
Attention: Sr. Vice President and General Counsel



<P align="left" style="margin-left:8%; font-size: 12pt">e-mail address: david.kastelic@chsinc.com


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>15.4.2 </B><U>Administrative Agent</U>:



<P align="left" style="margin-left:8%; font-size: 12pt">CoBank, ACB



<P align="left" style="margin-left:8%; font-size: 12pt">5500 South Quebec Street



<P align="left" style="margin-left:8%; font-size: 12pt">Greenwood Village, Colorado 80111



<P align="left" style="margin-left:8%; font-size: 12pt">FAX: (303)&nbsp;694-5830



<P align="left" style="margin-left:8%; font-size: 12pt">Attention: Administrative Agent



<P align="left" style="margin-left:8%; font-size: 12pt">e-mail address: abahr@cobank.com


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>15.4.3 </B><U>Bid Agent</U>:



<P align="left" style="margin-left:8%; font-size: 12pt">CoBank, ACB
<BR>
5500 South Quebec Street
<BR>
Greenwood Village, Colorado 80111
<BR>
FAX: (303)&nbsp;740-4100
<BR>
Attention: Bid Agent


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>15.4.4 </B><U>Syndication Parties</U>:



<P align="left" style="margin-left:8%; font-size: 12pt">Those addresses as provided to the Administrative Agent in writing prior to the
date of this Agreement and from time to time hereafter.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>15.5 </B><U>Liability of Administrative Agent and Bid Agent</U>. Neither the Administrative
Agent nor the Bid Agent shall have any liabilities or responsibilities to Borrower or any
Subsidiary on account of the failure of any Syndication Party to perform its obligations hereunder
or to any Syndication Party on account of the failure of Borrower or any Subsidiary to perform
their respective obligations hereunder or under any other Loan Document.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>15.6 </B><U>Successors and Assigns</U>. This Credit Agreement shall be binding upon and inure to
the benefit of Borrower, the Administrative Agent, the Bid Agent, and the Syndication Parties, and
their respective successors and assigns, except that Borrower may not assign or transfer its rights
or obligations hereunder without the prior written consent of all of the Syndication Parties.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>15.7 </B><U>Severability</U>. The invalidity or unenforceability of any provision of this Credit
Agreement or the other Loan Documents shall not affect the remaining portions of such documents or
instruments; in case of such invalidity or unenforceability, such documents or instruments shall be
construed as if such invalid or unenforceable provisions had not been included therein.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>15.8 </B><U>Entire Agreement</U>. This Credit Agreement (together with all exhibits hereto,
which are incorporated herein by this reference) and the other Loan Documents represent the entire
understanding of the Administrative Agent, the Bid Agent, each Syndication Party, and Borrower with
respect to the subject matter hereof and shall replace and supersede any previous agreements of the
parties with respect to the subject matter hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>15.9 </B><U>Applicable Law</U>. To the extent not governed by federal law, this Credit Agreement
and the other Loan Documents, and the rights and obligations of the parties hereto and thereto
shall be governed by and interpreted in accordance with the internal laws of the State of Colorado,
without giving effect to any otherwise applicable rules concerning conflicts of law.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>15.10 </B><U>Captions</U>. The captions or headings in this Credit Agreement and any table of
contents hereof are for convenience only and in no way define, limit or describe the scope or
intent of any provision of this Credit Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>15.11 </B><U>Complete Agreement; Amendments</U>. THIS CREDIT AGREEMENT, THE NOTES, AND THE OTHER
LOAN DOCUMENTS ARE INTENDED BY THE PARTIES HERETO TO BE A COMPLETE AND FINAL EXPRESSION OF THEIR
AGREEMENT AND MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR OR CONTEMPORANEOUS ORAL AGREEMENT.
THE ADMINISTRATIVE AGENT, THE BID AGENT, EACH SYNDICATION PARTY, AND BORROWER ACKNOWLEDGE AND AGREE
THAT NO UNWRITTEN ORAL AGREEMENT EXISTS BETWEEN THEM WITH RESPECT TO THE SUBJECT MATTER OF THIS
AGREEMENT. This Credit Agreement may not be modified or amended unless such modification or
amendment is in writing and is signed by Borrower, the Administrative Agent, the Bid Agent, and all
Syndication Parties (and each Syndication Party hereby agrees to execute any such amendment
approved pursuant to Section&nbsp;14.9 hereof). Borrower agrees that it shall reimburse the
Administrative Agent for all fees and expenses incurred by the Administrative Agent in retaining
outside legal counsel in connection with any amendment or modification to this Credit Agreement
requested by Borrower.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>15.12 </B><U>Additional Costs of Maintaining Loan</U>. Borrower shall pay to the Administrative
Agent from time to time such amounts as the Administrative Agent may determine to be necessary to
compensate any Syndication Party for any increase in costs to such Syndication Party which the
Administrative Agent determines, based on information presented to it by such Syndication Party,
are attributable to such Syndication Party&#146;s making or maintaining an Advance hereunder or its
obligation to make such Advance, or any reduction in any amount receivable by such Syndication
Party under this Credit Agreement or the Notes payable to it in respect to such Advance or such
obligation (such increases in costs and reductions in amounts receivable being herein called
&#147;<B>Additional Costs</B>&#148;), resulting from any change after the date of this Credit Agreement in United
States federal, state, municipal, or foreign laws or regulations (including Regulation&nbsp;D of the
Federal Reserve Board), or the adoption or making after such date of any interpretations,
directives, or requirements applying to a class of banks including such Syndication Party of or
under any United States federal, state, municipal, or foreign laws or regulations (whether or not
having the force of law) by any court or governmental or monetary authority charged with the
interpretation or administration thereof (&#147;<B>Regulatory Change</B>&#148;), which: (a)&nbsp;changes the basis of
taxation of any amounts payable to such Syndication Party under this Credit Agreement or the Notes
payable to such Syndication Party in respect of such Advance (other than taxes imposed on the
overall net income of such Syndication Party); or (b)&nbsp;imposes or modifies any reserve, special
deposit, or similar requirements relating to any extensions of credit or other assets of, or any
deposits with or other liabilities of, such Syndication Party; or (c)&nbsp;imposes any other condition
affecting this Credit Agreement or the Notes payable to such Syndication Party (or any of such
extensions of credit or liabilities). The Administrative Agent will notify Borrower of any event
occurring after the date of this Credit Agreement which will entitle such Syndication Party to
compensation pursuant to this Section&nbsp;as promptly as practicable after it obtains knowledge thereof
and determines to request such compensation. The Administrative Agent shall include with such
notice, a certificate from such Syndication Party setting forth in reasonable detail the
calculation of the amount of such compensation. Determinations by the Administrative Agent for
purposes of this Section&nbsp;of the effect of any Regulatory Change on the costs of such Syndication
Party of making or maintaining an Advance or on amounts receivable by such Syndication Party in
respect of Advances, and of the additional amounts required to compensate such Syndication Party in
respect of any Additional Costs, shall be conclusive absent manifest error, provided that such
determinations are made on a reasonable basis.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>15.13 </B><U>Capital Requirements</U>. In the event that the introduction of or any change in:
(a)&nbsp;any law or regulation; or (b)&nbsp;the judicial, administrative, or other governmental
interpretation of any law or regulation; or (c)&nbsp;compliance by any Syndication Party or any
corporation controlling any such Syndication Party with any guideline or request from any
governmental authority (whether or not having the force of law) has the effect of requiring an
increase in the amount of capital required or expected to be maintained by such Syndication Party
or any corporation controlling such Syndication Party, and such Syndication Party certifies that
such increase is based in any part upon such Syndication Party&#146;s obligations hereunder with respect
to the 364-Day Facility, and other similar obligations, Borrower shall pay to such Syndication
Party such additional amount as shall be certified by such Syndication Party to the Administrative
Agent and to Borrower to be the net present value (discounted at the Base Rate) of (a)&nbsp;the amount
by which such increase in capital reduces the rate of return on capital which such Syndication
Party could have achieved over the period remaining until the 364-Day Maturity Date, but for such
introduction or change, (b)&nbsp;multiplied by such Syndication Party&#146;s Individual 364-Day Commitment.
The Administrative Agent will notify Borrower of any event occurring after the date of this Credit
Agreement that will entitle any such Syndication Party to compensation pursuant to this Section&nbsp;as
promptly as practicable after it obtains knowledge thereof and of such Syndication Party&#146;s
determination to request such compensation. The Administrative Agent shall include with such
notice, a certificate from such Syndication Party setting forth in reasonable detail the
calculation of the amount of such compensation. Determinations by any Syndication Party for
purposes of this Section&nbsp;of the effect of any increase in the amount of capital required to be
maintained by any such Syndication Party and of the amount of compensation owed to any such
Syndication Party under this Section&nbsp;shall be conclusive absent manifest error, provided that such
determinations are made on a reasonable basis.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>15.14 </B><U>Replacement Notes</U>. Upon receipt by Borrower of evidence satisfactory to it of:
(a)&nbsp;the loss, theft, destruction or mutilation of any Note, and (in case of loss, theft or
destruction) of the agreement of the Syndication Party to which the Note was payable to indemnify
Borrower, and upon surrender and cancellation of such Note, if mutilated; or (b)&nbsp;the assignment by
any Syndication Party of its interest hereunder and the Notes relating thereto, or any portion
thereof, pursuant to this Credit Agreement, then Borrower will pay any unpaid principal and
interest (and Funding Losses, if applicable) then or previously due and payable on such Notes and
will (upon delivery of such Notes for cancellation, unless covered by subparagraph (a)&nbsp;of this
Section) and if the Syndication Party requests a Note as provided for in Section&nbsp;2.4 hereof,
deliver in lieu of each such Note a new Note or, in the case of an assignment of a portion of any
such Syndication Party&#146;s Syndication Interest, new Notes, for any remaining balance. Each new or
replacement Note shall be dated the date of this Credit Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>15.15 </B><U>Patronage Payments</U>. Borrower acknowledges and agrees that: (a)&nbsp;only that
portion of the Loans which is retained by CoBank for its own account at any time is entitled to
patronage distributions in accordance with CoBank&#146;s bylaws and its practices and procedures related
to patronage distribution; (b)&nbsp;any patronage, or similar, payments to which Borrower is entitled on
account its ownership of Bank Equity Interests or otherwise will not be based on any portion of
CoBank&#146;s interest in the Loans in which CoBank has at any time granted a participation interest;
and (c)&nbsp;that portion of the Loans which is retained by any other Farm Credit System Institution
(other than CoBank) for its own account at any time is entitled to patronage distributions in
accordance with such Farm Credit System Institution&#146;s bylaws and its practices and procedures
related to patronage distribution only if Borrower has a written agreement to that effect with such
Farm Credit System Institution.

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="24%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="13%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="14%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="38%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><B>15.16</B></TD>
    <TD>&nbsp;</TD>
    <TD colspan="5" nowrap valign="top" align="left">Direct Website Communications; Electronic Mail Communications</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="5" nowrap valign="top" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><B>15.16.1</B></TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Delivery.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt; text-indent: 11%">(a)&nbsp;Borrower hereby agrees that it will provide to the Administrative Agent all information,
documents and other materials that it is obligated to furnish to the Administrative Agent pursuant
to this Credit Agreement and any other Loan Document, including, without limitation, all notices,
requests, financial statements, financial and other reports, certificates and other information
materials, but, subject to the provisions of Subsection 15.16.3 hereof, excluding any such
communication that (i)&nbsp;relates to a request for a new, or a conversion of an existing, borrowing or
other extension of credit (including any election of an interest rate or interest period relating
thereto), (ii)&nbsp;relates to the payment of any principal or other amount due under this Credit
Agreement prior to the scheduled date therefor, (iii)&nbsp;provides notice of any Potential Default or
Event of Default under this Credit Agreement or (iv)&nbsp;is required to be delivered to satisfy any
condition precedent to the effectiveness of this Credit Agreement and/or any borrowing or other
extension of credit hereunder (all such non-excluded communications collectively, the
&#147;<B>Communications</B>&#148;), by transmitting the Communications in an electronic/soft medium and in a format
acceptable to the Administrative Agent as follows (A)&nbsp;all financial statements to
<U>closing@cobank.com</U> and (B)&nbsp;all other Communications to <U>mtousignant@cobank.com</U>. In
addition, Borrower agrees to continue to provide the Communications to the Administrative Agent in
the manner specified in this Credit Agreement but only to the extent requested by the
Administrative Agent. Receipt of the Communications by the Administrative Agent at the appropriate
e-mail address as set forth above shall constitute effective delivery of the Communications to the
Administrative Agent for purposes of this Credit Agreement and any other Loan Documents. Nothing
in this Section&nbsp;15.16 shall prejudice the right of the Administrative Agent or any Syndication
Party to give any notice or other communication pursuant to this Credit Agreement or any other Loan
Document in any other manner specified in this Credit Agreement or any other Loan Document.


<P align="left" style="font-size: 12pt; text-indent: 11%">(b)&nbsp;Each Syndication Party agrees that receipt of e-mail notification that such Communications
have been posted pursuant to Subsection 15.16.2 below at the e-mail address(es) provided to the
Administrative Agent in writing prior to the date of this Agreement and from time to time hereafter
or pursuant to the notice provisions of any Syndication Acquisition Agreement shall constitute
effective delivery of the Communications to such Syndication Party for purposes of this Credit
Agreement and any other Loan Document. Each Syndication Party further agrees to notify the
Administrative Agent in writing (including by electronic communication) promptly of any change in
its e-mail address or any extended disruption in its internet delivery services.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>15.16.2 </B><U>Posting</U>. Borrower further agrees that the Administrative Agent may make the
Communications available to the Syndication Parties by posting the Communications on &#147;Synd-Trak&#148;
(&#147;<B>Platform</B>&#148;). The Platform is secured with a dual firewall and a User ID/Password Authorization
System and through a single user per deal authorization method whereby each user may access the
Platform only on a deal-by-deal basis. Borrower acknowledges that the distribution of
Communications through an electronic medium is not necessarily secure and that there are
confidentiality and other risks associated with such distribution.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>15.16.3 </B><U>Additional Communications</U>. The Administrative Agent reserves the right and
Borrower and each Syndication Party consents and agrees thereto, to, upon written notice to
Borrower and all Syndication Parties, implement and require use of a secure system whereby any
notices or other communications required or permitted by this Credit Agreement, but which are not
specifically covered by Subsection 15.16.1 hereof, and including, without limitation, 364-Day
Borrowing Notices, Funding Notices, Bid Requests, Bids, Bid Results Notices, Bid Selection Notices,
notices of Overnight Rates, Overnight Advance Requests, and any communication described in clauses
(i)&nbsp;through (iv)&nbsp;of Subsection 15.16.1(a) hereof, shall be sent and received via electronic mail to
the e-mail addresses described in Subsection 15.16.1(b) hereof.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>15.16.4 </B><U>Disclaimer</U>. The Communications transmitted pursuant to this Section&nbsp;15.16 and
the Platform are provided &#147;as is&#148; and &#147;as available.&#148; CoBank does not warrant the accuracy,
adequacy or completeness of the Communications or the Platform and CoBank expressly disclaims
liability for errors or omissions in the Communications or the Platform. No warranty of any kind,
express, implied or statutory, including without limitation, any warranty of merchantability,
fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or
other code defects, is made by CoBank in connection with the Communications or the Platform.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>15.16.5 </B><U>Termination</U>. The provisions of this Section&nbsp;15.16 shall automatically
terminate on the date that CoBank, ACB ceases to be the Administrative Agent under this Credit
Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>15.17 </B><U>Mutual Release</U>. Upon full indefeasible payment and satisfaction of the Bank
Debt and Notes and the other obligations contained in this Credit Agreement, the parties, including
Borrower, the Administrative Agent, the Bid Agent, and each Syndication Party shall, except as
provided in Article&nbsp;12 hereof, thereupon automatically each be fully, finally, and forever released
and discharged from any further claim, liability, or obligation in connection with the Bank Debt.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>15.18 </B><U>Liberal Construction</U>. This Credit Agreement constitutes a fully negotiated
agreement between commercially sophisticated parties, each assisted by legal counsel, and shall not
be construed and interpreted for or against any party hereto.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>15.19 </B><U>Counterparts</U>. This Credit Agreement may be executed by the parties hereto in
separate counterparts, each of which, when so executed and delivered, shall be an original, but all
such counterparts shall together constitute one and the same instrument. Each counterpart may
consist of a number of copies hereof, each signed by less than all, but together signed by all of
the parties hereto. Copies of documents or signature pages bearing original signatures, and
executed documents or signature pages delivered by a party by telefax, facsimile, or e-mail
transmission of an Adobe&#174; file format document (also known as a PDF file) shall, in each such
instance, be deemed to be, and shall constitute and be treated as, an original signed document or
counterpart, as applicable. Any party delivering an executed counterpart of this Credit Agreement
by telefax, facsimile, or e-mail transmission of an Adobe&#174; file format document also shall deliver
an original executed counterpart of this Credit Agreement, but the failure to deliver an original
executed counterpart shall not affect the validity, enforceability, and binding effect of this
Credit Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>15.20 </B><U>Confidentiality</U>. Each Syndication Party shall maintain the confidential nature
of, and shall not use or disclose, any of Borrower&#146;s financial information, confidential
information or trade secrets without first obtaining Borrower&#146;s written consent. Nothing in this
Section shall require any Syndication Party to obtain such consent after there is an Event of
Default. The obligations of the Syndication Parties shall in no event apply to: (a)&nbsp;providing
information about Borrower to any financial institution contemplated or described in Sections&nbsp;14.6,
14.14, and 14.26 hereof or to such Syndication Party&#146;s parent holding company or any of such
Syndication Party&#146;s Affiliates, or to any actual or prospective counterparty to any securitization,
swap or derivative transaction relating to Borrower with respect to any Loan; (b)&nbsp;any situation in
which any Syndication Party is required by Law or required by any Governmental Authority to
disclose information; (c)&nbsp;providing information to counsel to any Syndication Party in connection
with the transactions contemplated by the Loan Documents; (d)&nbsp;providing information to independent
auditors retained by the such Syndication Party; (e)&nbsp;any information that is in or becomes part of
the public domain otherwise than through a wrongful act of such Syndication Party or any of its
employees or agents thereof; (f)&nbsp;any information that is in the possession of any Syndication Party
prior to receipt thereof from Borrower or any other Person known to such Syndication Party to be
acting on behalf of Borrower; (g)&nbsp;any information that is independently developed by any
Syndication Party; and (h)&nbsp;any information that is disclosed to any Syndication Party by a third
party that has no obligation of confidentiality with respect to the information disclosed. A
Syndication Party&#146;s confidentiality requirements continue after it is no longer a Syndication Party
under this Credit Agreement. Notwithstanding any provision to the contrary in this Credit
Agreement, the Administrative Agent and each Syndication Party (and each employee, representative,
or other agent thereof) may disclose to any and all Persons, without limitations of any kind, the
tax treatment and tax structure of the transaction described in this Credit Agreement and all
materials of any kind (including opinions or other tax analyses), if any, that are provided to the
Administrative Agent or such Syndication Party relating to such tax treatment and tax structure.
Nothing in the preceding sentence shall be taken as an indication that such transaction would, but
for such sentence, be deemed to be a &#147;reportable transaction&#148; as defined in Treasury Regulation
Section&nbsp;1.6011-4.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>15.21 </B><U>USA Patriot Act Notice</U>. Each Syndication Party that is subject to the USA
Patriot Act and the Administrative Agent (for itself and not on behalf of any Syndication Party)
hereby notifies Borrower that pursuant to the requirements of the USA Patriot Act, it is required
to obtain, verify and record information that identifies Borrower, which information includes the
name and address of Borrower and other information that will allow such Syndication Party or
Administrative Agent, as applicable, to identify Borrower in accordance with the USA Patriot Act.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>15.22 </B><U>Waiver of Borrower&#146;s Rights Under Farm Credit Act</U>. Borrower, having been
represented by legal counsel in connection with this Credit Agreement and, in particular, in
connection with the waiver contained in this Section, does hereby voluntarily and knowingly waive,
relinquish, and agree not to assert at any time, any and all rights that Borrower may have or be
afforded under the sections of the Agricultural Credit Act of 1987 designated as 12 U.S.C. Sections
2199 through 2202e and the implementing Farm Credit Administration regulations as set forth in 12
C.F.R. Sections&nbsp;617.7000 through 617.7630, including those provisions which afford Borrower certain
rights, and/or impose on any lender to Borrower certain duties, with respect to the collection of
any amounts owing hereunder or the foreclosure of any liens securing any such amounts, or which
require the Administrative Agent or any present or future Syndication Party to disclose to Borrower
the nature of any such rights or duties. This waiver is given by Borrower pursuant to the
provisions of 12 C.F.R. Section&nbsp;617.7010(c) to induce the Syndication Parties to fund and extend to
Borrower the credit facilities described herein and to induce those Syndication Parties which are
Farm Credit System Institutions to agree to provide such credit facilities commensurate with their
Individual 364-Day Commitments as they may exist from time to time.


<P align="left" style="font-size: 12pt"><B>&#091;Signature pages commence on the next page&#093;</B>


<P align="center" style="font-size: 10pt; display: none">2
<!-- PAGEBREAK -->

<P align="left" style="font-size: 12pt; text-indent: 4%">IN WITNESS WHEREOF, the parties have executed this Credit Agreement as of the date first above
written.



<P align="left" style="margin-left:23%; font-size: 12pt"><B>BORROWER:</B>



<P align="left" style="margin-left:23%; font-size: 12pt">CHS INC., a cooperative corporation formed under the
laws of the State of Minnesota



<P align="left" style="margin-left:23%; font-size: 12pt">By: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Name: John Schmitz<BR>
Title: Executive Vice President Finance and<BR>
Administration, and Chief Financial Officer<BR>
<BR>
<B>ADMINISTRATIVE AGENT:</B>



<P align="left" style="margin-left:23%; font-size: 12pt">COBANK, ACB



<P align="left" style="margin-left:23%; font-size: 12pt">By:<BR>
Name: Michael Tousignant<BR>
Title: Vice President<BR>



<P align="left" style="margin-left:23%; font-size: 12pt"><B>BID AGENT:</B>



<P align="left" style="margin-left:23%; font-size: 12pt">CoBANK, ACB



<P align="left" style="margin-left:23%; font-size: 12pt">By:<BR>
Name: Michael Tousignant<BR>
Title: Vice President<BR>


<P align="center" style="font-size: 10pt; display: none">3
<!-- PAGEBREAK -->


<P align="left" style="margin-left:19%; font-size: 12pt; text-indent: 4%"><B>SYNDICATION PARTIES:</B>

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="100%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">CoBank, ACB</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Name: Michael Tousignant</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Title: Vice President</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="100%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Name:</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Title:</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="100%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">SunTrust Bank</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Name:</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Title:</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="100%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Bank of America, N.A.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Name:</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Title:</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="100%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Wells Fargo Bank, National Association</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Name:</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Title:</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt">&#091;Signature Page to 364-Day Revolving Loan Credit Agreement&#093;


<P align="center" style="font-size: 10pt; display: none">4
<!-- PAGEBREAK -->
<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="100%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">BNP Paribas</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Name:</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Title:</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Name:</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Title:</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="100%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Harris N. A.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Name:</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Title:</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="100%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">The Northern Trust Company</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Name:</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Title:</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="100%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Deere Credit, Inc.</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Name:</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Title:</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="100%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">U.S. Bank National Association</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Name:</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Title:</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt">&#091;Signature Page to 364-Day Revolving Loan Credit Agreement&#093;


<P align="center" style="font-size: 10pt; display: none">5
<!-- PAGEBREAK -->
<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="100%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Natixis</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Name:</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Title:</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Name:</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Title:</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="100%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">The Bank of Nova Scotia</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Name:</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Title:</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="100%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">ING Capital LLC</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Name:</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Title:</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="100%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Comerica Bank</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Name:</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Title:</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="100%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Soci&#233;t&#233; G&#233;n&#233;rale</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Name:</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Title:</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt">&#091;Signature Page to 364-Day Revolving Loan Credit Agreement&#093;


<P align="center" style="font-size: 10pt; display: none">6
<!-- PAGEBREAK -->
<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="100%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Wachovia Bank, National Association</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Name:</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Title:</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt">&#091;Signature Page to 364-Day Revolving Loan Credit Agreement&#093;


<P align="center" style="font-size: 10pt; display: none">7
<!-- PAGEBREAK -->


<P align="center" style="font-size: 12pt"></FONT><FONT style="font-size: 10pt"><B>TABLE OF CONTENTS</B></FONT>



<P align="right" style="font-size: 10pt">Page No.







































































































































































































































































































































































































<P align="center" style="font-size: 10pt; display: none">8
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<P align="center" style="font-size: 10pt"><FONT style="font-size: 12pt"><FONT style="font-variant: SMALL-CAPS"><B>EXHIBITS</B></FONT></FONT>


<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="21%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="74%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Exhibit&nbsp;1.40<BR>
Exhibit&nbsp;1.23<BR>
Exhibit&nbsp;1.26<BR>
Exhibit&nbsp;2.3<BR>
Exhibit&nbsp;2.4<BR>
Exhibit&nbsp;2.9<BR>
Exhibit&nbsp;3.2<BR>
Exhibit&nbsp;3.3<BR>
Exhibit&nbsp;3.4<BR>
Exhibit&nbsp;8.3<BR>
Exhibit&nbsp;8.8<BR>
Exhibit&nbsp;8.10<BR>
Exhibit&nbsp;8.11<BR>
Exhibit&nbsp;8.14<BR>
Exhibit&nbsp;8.23<BR>
Exhibit&nbsp;11.1<BR>
Exhibit&nbsp;11.8(f)<BR>
Exhibit&nbsp;11.8(i)<BR>
Exhibit&nbsp;11.8(j)<BR>
Exhibit&nbsp;14.26<BR>
Exhibit&nbsp;14.28<BR>
Schedule&nbsp;1<BR>
Schedule&nbsp;2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Compliance Certificate<BR>
List of Restricted Subsidiaries<BR>
List of Subsidiaries<BR>
364-Day Borrowing Notice<BR>
364-Day Facility Note Form<BR>
Adoption Agreement<BR>
Bid Request Form (364-Day Facility)<BR>
Bid Form (364-Day Facility)<BR>
Bid Selection Notice (364-Day Facility)<BR>
Litigation<BR>
Payment of Taxes<BR>
Employee Benefit Plans<BR>
Equity Investments<BR>
Environmental Compliance<BR>
Labor Matters and Agreements<BR>
Existing Indebtedness<BR>
Existing Investments (excluding Restricted Subsidiaries)<BR>
Investment in NCRA<BR>
Investment in Ventura Foods, LLC<BR>
Syndication Acquisition Agreement<BR>
Wire Instructions<BR>
Syndication Parties and Individual 364-Day Commitments<BR>
Applicable Margins; Facility Fee Factors</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt; display: none">9
<!-- PAGEBREAK -->


<P align="center" style="font-size: 12pt"><B>SCHEDULE 1<BR>
To Credit Agreement (364-Day Revolving Loan)</B>



<P align="center" style="font-size: 12pt"><B>SYNDICATION PARTIES AND INDIVIDUAL COMMITMENTS</B>


<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="78%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD nowrap align="left"><B>Syndication Party</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Individual</B></TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Name/Address</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>364-Day Commitment</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">CoBank, ACB</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">45,000,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD style="border-top: 1px solid #000000"><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">The Bank of Tokyo &#150; Mitsubishi UFJ, Ltd. N.Y. Branch</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">45,000,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD style="border-top: 1px solid #000000"><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SunTrust Bank</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">45,000,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD style="border-top: 1px solid #000000"><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Bank of America, N.A.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">45,000,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD style="border-top: 1px solid #000000"><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">U.S. Bank National Association</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">45,000,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD style="border-top: 1px solid #000000"><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">BNP Paribas</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">45,000,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD style="border-top: 1px solid #000000"><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Harris N.A.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">45,000,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD style="border-top: 1px solid #000000"><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Deere Credit, Inc.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">30,000,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD style="border-top: 1px solid #000000"><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Wells Fargo Bank, National Association</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">25,000,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD style="border-top: 1px solid #000000"><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Natixis</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">25,000,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD style="border-top: 1px solid #000000"><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">The Bank of Nova Scotia</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">25,000,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD style="border-top: 1px solid #000000"><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Wachovia Bank, National Association</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">25,000,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD style="border-top: 1px solid #000000"><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">The Northern Trust Company</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">20,000,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD style="border-top: 1px solid #000000"><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Soci&#233;t&#233; G&#233;n&#233;rale</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">15,000,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD style="border-top: 1px solid #000000"><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ING Capital LLC</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">10,000,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD style="border-top: 1px solid #000000"><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Comerica Bank</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">10,000,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD style="border-top: 1px solid #000000"><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">TOTAL</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">500,000,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD style="border-top: 1px solid #000000"><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt; display: none">10
<!-- PAGEBREAK -->


<P align="center" style="font-size: 12pt"><B>SCHEDULE 2<BR>
To Credit Agreement (364-Day Revolving Loan)</B>



<P align="center" style="font-size: 12pt"><B>364-DAY MARGIN AND 364-DAY FACILITY FEE FACTOR</B>



<P align="left" style="font-size: 12pt">Subject to the provisions of Section&nbsp;4.6, the determination of the 364-Day Margin and the 364-Day
Facility Fee Factor will be made effective five (5)&nbsp;Banking Days after the Administrative Agent
receives quarterly financial statements from Borrower; however, no adjustments will be made to the
LIBO Rate applicable to LIBO Rate Loans then outstanding until the end of their then current LIBO
Period. For the period from the Closing Date and until the Administrative Agent receives quarterly
financial statements from Borrower for the Fiscal Quarter that ends February&nbsp;29, 2008, the 364-Day
Margin and 364-Day Facility Fee Factor shall be determined pursuant to Tier 5.

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="16%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="23%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="23%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="23%">&nbsp;</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Ratio of Consolidated</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>364-Day Facility Fee</B></TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>TIER</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Funded Debt to Cash Flow</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>364-Day Margin</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Factor</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>Tier 5</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">= 1.00
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">42.5 basis<BR>
points
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">10.0 basis<BR>
points</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>Tier 4</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#062; 1.00 = 1.50
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">47.5 basis<BR>
points
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">12.5 basis<BR>
points</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>Tier 3</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#062; 1.50 = 2.00
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">55.0 basis<BR>
points
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">15.0 basis<BR>
points</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>Tier 2</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#062; 2.00 = 2.50
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">65.0 basis<BR>
points
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">17.5 basis<BR>
points</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>Tier 1</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#062; 2.50
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">77.5 basis<BR>
points
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">20.0 basis<BR>
points</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt; display: none">11


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