EX-10 2 cenex012074_ex10-1.txt EXHIBIT 10.1 THIRD AMDMT TO CRED AGMT -REV LOAN EXHIBIT 10.1 THIRD AMENDMENT TO CREDIT AGREEMENT (REVOLVING LOAN) THIS THIRD AMENDMENT TO CREDIT AGREEMENT (Revolving Loan) ("AMENDMENT AGREEMENT") is made May 23, 2001 to be effective as of the Effective Date, by and among Cenex Harvest States Cooperatives, a Minnesota cooperative corporation ("BORROWER"), CoBank, ACB ("COBANK") as the Bid Agent and as the Administrative Agent for the benefit of the present and future Syndication Parties (in that capacity "ADMINISTRATIVE AGENT"), Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank International", New York Branch ("RABOBANK"), as Co-Lead Arranger, SunTrust Bank ("SUNTRUST") as Co-Lead Arranger, BNP Paribas as Documentation Agent, and the Syndication Parties signatory hereto, including CoBank, Rabobank, SunTrust, and BNP Paribas, in such capacity, (each a "SYNDICATION PARTY" and collectively, the "SYNDICATION PARTIES"). RECITALS A. Borrower, CoBank, St. Paul Bank for Cooperatives, and certain of the present Syndication Parties entered into a Credit Agreement (Revolving Loan) (as amended "CREDIT AGREEMENT") dated as of June 1, 1998. The Credit Agreement provided for a 364-Day Facility and a 5-Year Facility. B. The Credit Agreement was amended by the First Amendment to Credit Agreement (Revolving Loan) effective as of May 28, 1999 ("FIRST AMENDMENT") and by the Second Amendment to Credit Agreement (Revolving Loan) dated as of May 23, 2000 ("SECOND AMENDMENT"). C. CoBank, as Administrative Agent, gave written notification ("RENEWAL NOTICE") to those Syndication Parties which had an Individual 364-Day Commitment seeking (i) a renewal of their respective Individual 364-Day Commitments and (ii) consent to an extension of the 364-Day Maturity Date pursuant to the provisions of Section 16.9 of the Credit Agreement. D. Certain of the Syndication Parties have provided the Administrative Agent with written notice of their agreement to continue to maintain Individual 364-Day Commitments, and one or more institutions, which were not Syndication Parties prior to the date hereof, have agreed to become Syndication Parties as indicated on Schedule A hereto and by their execution of this Amendment Agreement and by their execution of a Syndication Adoption Agreement. E. The parties hereto desire to amend the Credit Agreement to renew the 364-Day Facility and to make certain other changes to the Credit Agreement as hereinafter set forth. NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, including the mutual promises and agreements contained herein, the parties hereto hereby agree as follows: 1. DEFINITIONS. Capitalized terms used herein without definition shall have the definition given to them in the Credit Agreement if defined therein. 2. RENEWAL OF INDIVIDUAL 364-DAY COMMITMENTS. The Syndication Parties hereby agree to renew or agree to acquire their respective Individual 364-Day Commitments in the amounts set forth beneath their names and signatures on the signature pages hereto and as set forth in Schedule 1 hereto. 3. AMENDMENTS TO CREDIT AGREEMENT. The parties hereto agree that the Credit Agreement shall be amended as follows as of the Effective Date: 3.1 Subsection 1.11 shall be amended in its entirety to read as follows: 1.11 AGGREGATE 364-DAY COMMITMENT: $550,000,000.00, subject to reduction as provided in Section 2.8 hereof. 3.2 Subsection 1.156 shall be amended in its entirety to read as follows: 1.156 364-DAY MATURITY DATE: May 22, 2002. 3.3 Subsection 5.2.3 is amended in its entirety to read as follows: 5.2.3 FEES. Borrower shall pay at the time of issuance or reissuance of each Committed Letter of Credit (a) to the Administrative Agent the Committed Letter of Credit Fee, which the Administrative Agent shall distribute to the Syndication Parties (i) in accordance with their Individual 5-Year Pro Rata Share if the Committed Letter of Credit is issued under the 5-Year Facility, or (ii) in accordance with their Individual 364-Day Pro Rata Share if the Committed Letter of Credit is issued under the 364-Day Facility, in each case as in effect on the date of such issuance or reissuance, and (b) to the Letter of Credit Bank the Issuance Fee for each such Committed Letter of Credit. 3.4 Section 13.4 is amended in its entirety to read as follows: 13.4 SALE OF ASSETS. Borrower shall not (nor shall it permit any of its Restricted Subsidiaries to) sell, convey, assign, lease or otherwise transfer or dispose of, voluntarily, by operation of law or otherwise, any material part of its now owned or hereafter acquired assets during any twelve (12) month period commencing 2 June 1, 1998 and each June 1 thereafter through June 30, 2000, and, thereafter, during any twelve (12) month period commencing September 1, 2000 and each September 1 thereafter, except: (a) the sale of inventory, equipment and fixtures disposed of in the ordinary course of business, (b) the sale or other disposition of assets no longer necessary or useful for the conduct of its business, and (c) leases of assets to an entity in which Borrower has at least a fifty-percent (50%) interest in ownership, profits, and governance. For purposes of this Section, "material part" shall mean ten percent (10%) or more of the lesser of the book value or the market value of the assets of Borrower or such Restricted Subsidiary as shown on the balance sheets thereof as of the May 31 or August 31, as applicable, immediately preceding each such twelve (12) month measurement period. 3.5 Section 13.6 is amended in its entirety to read as follows: 13.6 LOANS. Borrower shall not (nor shall it permit any of its Restricted Subsidiaries to) lend or advance money, credit, or property to any Person, except for (a) loans to Restricted Subsidiaries, (b) trade credit extended in the ordinary course of business, (c) loans made by Borrower to its members on open account maintained by such members with Borrower or made by Borrower to its members pursuant to its Affiliate Financing CoBank Participation Program; provided that the aggregate principal amount of all such loans outstanding at any time shall not exceed $150,000,000.00, and (d) loans made by Fin-Ag, Inc. to agricultural producers, provided that (i) the aggregate outstanding principal amount of all such loans at any time shall not exceed $125,000,000.00, (ii) at all times prior to December 1, 2001, the aggregate outstanding principal amount of all such loans retained by Fin-Ag, Inc. shall not exceed $38,000,000.00, and (iii) at all times on and after December 1, 2001, the aggregate outstanding principal amount of all such loans retained by Fin-Ag, Inc. shall not exceed $25,000,000.00. 3.6 Clauses (f), (h), and (j) of Section 13.8 (and only those clauses), are amended in their entirety to read as follows: (f) Investments made prior to the Closing Date in Persons, which are not Restricted Subsidiaries, identified on Exhibit 13.8(f) hereto; (h) Investments (by Borrower) subsequent to May 31, 1998 and prior to May 23, 2001 in the Persons identified, including the book value of each such Investment, on Exhibit 13.8(h) hereto; (j) Investments, in addition to those permitted by clauses (a) through (i) above, in an aggregate amount not exceeding $91,011,352.00. 3.7 Section 16.31 is amended in its entirety to read as follows 16.31 WITHHOLDING TAXES. Each Syndication Party represents that under the applicable law in effect as of the date it becomes a Syndication Party, it is 3 entitled to receive any payments to be made to it hereunder without the withholding of any tax and will furnish to the Administrative Agent and to Borrower such forms, certifications, statements and other documents as the Administrative Agent or Borrower may request from time to time to evidence such Syndication Party's exemption from the withholding of any tax imposed by any jurisdiction or to enable the Administrative Agent or Borrower, as the case may be, to comply with any applicable laws or regulations relating thereto. Without limiting the effect of the foregoing, if any Syndication Party is not created or organized under the laws of the United States of America or any state thereof, such Syndication Party will furnish to the Administrative Agent and Borrower IRS Form 4224 or Form 1001, or such other forms, certifications, statements or documents, duly executed and completed by such Syndication Party, as evidence of such Syndication Party's exemption from the withholding of United States tax with respect thereto. Notwithstanding anything herein to the contrary, Borrower shall not be obligated to make any payments hereunder to such Syndication Party until such Syndication Party shall have furnished to the Administrative Agent and Borrower the requested form, certification, statement or document. 3.8 Subsections 17.4.2 and 17.4.3 are amended in their entirety to read as follows 17.4.2 ADMINISTRATIVE AGENT: CoBank, ACB 5500 South Quebec Street Greenwood Village, Colorado 80111 FAX: (303) 694-5830 Attention: Administrative Agent 17.4.3 BID AGENT: CoBank, ACB 5500 South Quebec Street Greenwood Village, Colorado 80111 FAX: (303) 740-4021 Attention: Bid Agent 3.9 Section 17.13 is amended in its entirety to read as follows: 17.13 CAPITAL REQUIREMENTS. In the event that the introduction of or any change in: (a) any law or regulation; or (b) the judicial, administrative, or other governmental interpretation of any law or regulation; or (c) compliance by any Syndication Party or any corporation controlling any such Syndication Party with any guideline or request from any governmental authority (whether or not having the force of law) has the effect of requiring an increase in the amount of capital required or expected 4 to be maintained by such Syndication Party or any corporation controlling such Syndication Party, and such Syndication Party certifies that such increase is based in any part upon such Syndication Party's obligations hereunder with respect to the 364-Day Facility and/or the 5-Year Facility, and other similar obligations, Borrower shall pay to such Syndication Party such additional amount as shall be certified by such Syndication Party to the Administrative Agent and to Borrower to be the net present value (discounted at the Base Rate) of (a) the amount by which such increase in capital reduces the rate of return on capital which such Syndication Party could have achieved over the period remaining until the 364-Day Maturity Date or the 5-Year Maturity Date, as applicable (depending upon which Facility or Facilities such claim to increase costs is based), but for such introduction or change, (b) multiplied by (i) such Syndication Party's Individual 364-Day Commitment or (ii) such Syndication Party's Individual 5-Year Commitment, as applicable. The Administrative Agent will notify Borrower of any event occurring after the date of this Credit Agreement that will entitle any such Syndication Party to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and of such Syndication Party's determination to request such compensation. The Administrative Agent shall include with such notice, a certificate from such Syndication Party setting forth in reasonable detail the calculation of the amount of such compensation. Determinations by any Syndication Party for purposes of this Section of the effect of any increase in the amount of capital required to be maintained by any such Syndication Party and of the amount of compensation owed to any such Syndication Party under this Section shall be conclusive absent manifest error, provided that such determinations are made on a reasonable basis. 3.10 Exhibit 1.138 is replaced by Exhibit 1.138 hereto. 3.11 Schedule 1 is replaced in its entirety by the Schedule 1 attached hereto. 4. BORROWER'S REPRESENTATIONS. Borrower hereby represents and warrants that, after giving effect to this Amendment Agreement and the transactions contemplated hereby, no Potential Default or Event of Default has occurred and is continuing under the Credit Agreement or other Loan Documents. 5. EFFECTIVE DATE. This Amendment Agreement shall become effective on May 23, 2001 ("EFFECTIVE DATE"), so long as on or before that date the Administrative Agent receives (a) an original copy of this Amendment Agreement (or original counterparts thereof) duly executed by each party hereto, (b) a Syndication Adoption Agreement (or original counterparts thereof) duly executed by each party identified on Schedule A hereto, (c) each required new or replacement Promissory Note, (d) a copy of a resolution of Borrower's board of directors, certified to by Borrower's corporate secretary, which authorizes execution of this Amendment Agreement; and (e) payment by wire transfer of (i) the fees described in Section 6 hereof and (ii) reimbursement for each of the costs, expenses described in Section 7 hereof. Upon the satisfaction of all conditions precedent hereto, the Administrative Agent will notify each party hereto in writing and will provide copies of all appropriate documentation in connection herewith. 5 6. UP-FRONT FEE. Borrower agrees to pay to the Administrative Agent, for distribution among the Syndication Parties, the Up-Front Fee calculated in the manner previously disclosed to Borrower by the Administrative Agent, based on Individual 364-Day Commitments as shown on the signature pages hereto. 7. COSTS; EXPENSES AND TAXES. Borrower agrees to reimburse the Administrative Agent on demand for all out-of-pocket costs, expenses and charges (including, without limitation, all fees and charges of external legal counsel for the Administrative Agent) incurred by the Administrative Agent in connection with the preparation, reproduction, execution and delivery of this Amendment Agreement and any other instruments and documents to be delivered hereunder. 8. GENERAL PROVISIONS. 8.1 The Credit Agreement, except as expressly modified herein, shall continue in full force and effect and be binding upon the parties thereto. 8.2 Borrower agrees to execute such additional documents as the Administrative Agent may require, including, without limitation, new and/or replacement Notes, to carry out or evidence the purposes of this Amendment Agreement. 8.3 The execution, delivery and effectiveness of this Amendment Agreement shall not operate as a waiver of any right, power or remedy of the Administrative Agent or any Syndication Party under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents, and the Credit Agreement, as expressly modified hereby, and each of the other Loan Documents, are hereby ratified and confirmed and shall continue in full force and effect and be binding upon the parties thereto. Any direct or indirect reference in the Loan Documents to the "Credit Agreement" shall be deemed to be a reference to the Credit Agreement as amended by this Amendment Agreement. Any direct or indirect reference in the Loan Documents to a "Syndication Party" or to the "Syndication Parties" shall be deemed to be a reference to the Syndication Parties shown on Schedule 1 to this Amendment Agreement. 9. GOVERNING LAW. This Amendment Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. 10. COUNTERPARTS. This Amendment Agreement may be executed in any number of counterparts and by different parties to this Amendment Agreement in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Telefax copies of documents or signature pages bearing original signatures, and executed documents or signature pages delivered by telefax, shall, in each such instance, be deemed to be, and shall constitute and be treated as, an original signed document or counterpart, as applicable. [EXECUTION PAGES BEGIN ON THE NEXT PAGE] 6 IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to Credit Agreement (Revolving Loan) to be executed by their duly authorized officers as of the Effective Date. BORROWER: CENEX HARVEST STATES COOPERATIVES, a cooperative corporation formed under the laws of the State of Minnesota By: ________________________________ Name: John Schmitz Title: Chief Financial Officer ADMINISTRATIVE AGENT, AND BID AGENT: COBANK, ACB By: ________________________________ Name: Greg E. Somerhalder Title: Vice President CO-LEAD ARRANGER: COOPERATIEVE CENTRALE RAIFFEISEN- BOERENLEENBANK B.A., "RABOBANK INTERNATIONAL", NEW YORK BRANCH By: ________________________________ Name: ______________________________ Title: _____________________________ By: ________________________________ Name: ______________________________ Title: _____________________________ CO-LEAD ARRANGER: SUNTRUST BANK By: ________________________________ Name: ______________________________ Title: _____________________________ 7 SYNDICATION PARTIES: COBANK, ACB By: __________________________________________ Name: Greg E. Somerhalder Title: Vice President Contact Name: Greg E. Somerhalder Title: Vice President Address: 5500 So. Quebec Street Greenwood Village, CO 80111 Phone No.: 303/694-5838 Fax No.: 303/694-5830 Individual 364-Day Commitment: $181,200,000.00 Individual 5-Year Commitment: $61,666,667.00 Payment Instructions: CoBank, ACB ABA #: 307088754 Acct. Name: CoBank, ACB Account No.: 22274433 Attn: Marshall Allen Reference: Cenex Harvest States 8 SYNDICATION PARTIES: INTESABCI S.p.A., f/k/a BANCA INTESA SpA By: _________________________________________ Name: _______________________________________ Title: ______________________________________ By: _________________________________________ Name: _______________________________________ Title: ______________________________________ Contact Name: Anthony Giobbi Title: First Vice President Address: 10 East 53rd Street New York, NY 10022 Phone No.: 212/527-8737 Fax No.: 212/527-8777 Individual 364-Day Commitment: $20,000,000.00 Individual 5-Year Commitment: $8,333,333.00 Payment Instructions: Citibank - New York ABA# - 021000089 For account of Banc Intesa Account No.: 36152989 Attn: M. Greene Ref: Cenex Harvest States Cooperatives 9 SYNDICATION PARTIES: CREDIT AGRICOLE INDOSUEZ By: __________________________________ Name: Title: By: __________________________________ Name: Title: Contact Name: Theodore D. Tice Title: Vice President Address: 55 E. Monroe Street Chicago, IL 60603-5702 Phone No.: 312/917-7463 Fax No.: 312/372-3455 Individual 364-Day Commitment: $35,000,000.00 Individual 5-Year Commitment: $16,666,667.00 Payment Instructions: Citibank - New York, New York ABA# - 021-000-089 Acct. Name: Credit Agricole Indoseuz Chgo Branch Account No.: 36023853 Swift Code: CITIUS33 Ref: Cenex Harvest States 10 SYNDICATION PARTIES: SUNTRUST BANK By: _________________________________________ Name: _______________________________________ Title: Director By: _________________________________________ Name: _______________________________________ Title: Director Contact Name: Kurt Morris Title: Director Address: 303 Peachtree Street N.E. Third Floor Atlanta, GA 30308 Phone No.: 404/532-0232 Fax No.: 404/658-4807 Individual 364-Day Commitment: $47,200,000.00 Individual 5-Year Commitment: $8,333,333.00 Payment Instructions: SunTrust Bank ABA# - 061000104 Acct. Name: Corporate Banking Operations General Ledger Account Account No.: 9088000112 Ref: Cenex Harvest States Cooperatives 11 SYNDICATION PARTIES: BNP PARIBAS By: _____________________________________________ Name: Guillaume de la Ville Title: Vice President By: _____________________________________________ Name: Marcie Weiss Title: Managing Director Contact Name: Guillaume de la Ville Title: Vice President Address: 919 Third Avenue New York, NY 10022 Phone No.: 212/841-2067 Fax No.: 212/841-2536 Individual 364-Day Commitment: $47,200,000.00 Individual 5-Year Commitment: $13,333,333.00 Payment Instructions: BNP Paribas - New York ABA# - 026-007-689 Acct. Name: Loan Servicing Clearing Account Account No.: 1 03 13 000 103 Reference: Cenex Harvest States Operations Contact: Pedro Rivera Phone: 212/471-6631 Fax: 212/471-6695 12 SYNDICATION PARTIES: COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK INTERNATIONAL", NEW YORK BRANCH By: ___________________________________________ Name: Title: By: ___________________________________________ Name: Title: Contact Name: Tom Kelly Title: Vice President Address: 300 South Wacker Drive Suite 3500 Chicago, IL 60606-6610 Phone No.: 312/408-8222 Fax No.: 312/408-8240 Individual 364-Day Commitment: $47,200,000.00 Individual 5-Year Commitment: $13,333,333.00 Payment Instructions: The Bank of New York (New York, NY 10167) ABA# - 021 000 018 Acct. Name: Rabobank Nederland Account No.: 802 6002 533 Attn: Clemencia Stewart Ref: Cenex Harvest States 13 SYNDICATION PARTIES: THE BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH By: _________________________________________ Name: Patrick McCue Title: Vice President & Manager Contact Name: Patrick McCue Title: Vice President & Manager Address: 601 Carlson Parkway, Suite 370 Minnetonka, MN 55305 Phone No.: 952/473-5090 Fax No.: 952/473-5152 Loan Administration Contact Name: Janice Hennig Address: 227 West Monroe Street Suite 2300 Chicago, Illinois 60606 Phone No.: 312/696-4710 Fax No.: 312/696-4532 Individual 364-Day Commitment: $20,000,000.00 Individual 5-Year Commitment: $8,333,333.00 Payment Instructions: The Federal Reserve Bank of Chicago ABA# - 071002341 Acct. Name: The Bank of Tokyo- Mitsubishi, Ltd. Attention: Loan Administration Ref: Cenex Harvest States Cooperatives 14 SYNDICATION PARTIES: CREDIT LYONNAIS CHICAGO BRANCH By: _________________________________________ Name: Julie T. Kanak Title: Vice President Contact Name: Title: Address: 227 W. Monroe Street Suite 3800 Chicago, IL 60606 Phone No.: 312/220-7302 Fax No.: 312/641-0527 Individual 364-Day Commitment: $35,000,000.00 Individual 5-Year Commitment: $0.00 Payment Instructions: Credit Lyonnais New York ABA# - 0260-0807-3 A/C #: 01.00688.0001.00 Acct. Name: Attention: Ref: 15 SYNDICATION PARTIES: WELLS FARGO BANK, NATIONAL ASSOCIATION, f/k/a NORWEST BANK MINNESOTA, N.A. By: _________________________________________ Name: _______________________________________ Title: ______________________________________ By: _________________________________________ Name: _______________________________________ Title: ______________________________________ Contact Name: Allison Gelfman Title: Vice President Address: Sixth and Marquette MAC-N9305-031 Minneapolis, MN 55479-0085 Phone No.: 612/316-1402 Fax No.: 612/667-2276 Individual 364-Day Commitment: $20,000,000.00 Individual 5-Year Commitment: $8,333,333.00 Payment Instructions: Wells Fargo Bank National Association ABA# - 091000019 Acct. Name: Commercial Loan Clearing Account Account No.: 840165 Ref: Cenex Harvest States 16 SYNDICATION PARTIES: DG BANK DEUTSCHE GENOSSENSCHAFTSBANK, AG, CAYMAN ISLAND BRANCH By: ________________________________________ Name: ______________________________________ Title: ____________________________________ By: ________________________________________ Name: ______________________________________ Title: ____________________________________ Contact Name: Mark Connelly Title: Vice President Address: 609 Fifth Avenue New York, NY 10017 Phone No.: 212/745-1560 Fax No.: 212/745-1556 Individual 364-Day Commitment: $0.00 Individual 5-Year Commitment: $13,333,333.00 Payment Instructions: (1) CHIPS Payments: Bank of New York for Account of DG Bank, NY Account No. 8900433876 Ref: Cenex Harvest States (2) Federal Reserve Payments: Bank of New York ABA #021000018 Account Name: DG Bank, NY Account No. 8900433876 Ref: Cenex Harvest States 17 SYNDICATION PARTIES: U.S. BANK NATIONAL ASSOCIATION By: ___________________________________________ Name: _________________________________________ Title: ________________________________________ Contact Name: Kathi L. Hatch Title: Commercial Banking Associate Address: %U.S. Bancorp Ag Credit, Inc. 950 17th Street, #330 Denver, CO 80202 Phone No.: 303/585-4926 Fax No.: 303/585-4732 Individual 364-Day Commitment: $20,000,000.00 Individual 5-Year Commitment: $8,333,333.00 Payment Instructions: U.S. Bank National Association St. Paul, MN ABA# - 091000022 Acct. Name: U.S. Bancorp Ag Credit, Inc. Account No.: 160234431437 Attn: Ref: Cenex Harvest States Cooperatives 18 SYNDICATION PARTIES: AGFIRST, FCB By: ________________________________________________ Name: Bruce B. Fortner Title: Vice President Contact Name: Bruce B. Fortner Title: Vice President Address: 1401 Hampton Street, P.O. Box 1499 Columbia, SC 29201 Phone No.: 803/799-5000 x457 Fax No.: 803/254-4219 Individual 364-Day Commitment: $47,200,000.00 Individual 5-Year Commitment: $8,333,333.00 Payment Instructions: AgFirst Farm Credit Bank ABA# - 053905974 Acct. Name: AgFirst FCB Account No.: N/A Attn: N/A Ref: Cenex Harvest States Coop 19 SYNDICATION PARTIES: NATEXIS BANQUES POPULAIRES, NEW YORK BRANCH, f/k/a NATEXIS BANQUE By: _________________________________________ Name: Cliff A. Niebling Title: Vice President, Commodities Group Contact Name: Cliff A. Niebling Title: Vice President, Commodities Group Address: 1251 Avenue of the Americas New York, NY 10020 Phone No.: 212/872-5133 Fax No.: 212/872-5162 Individual 364-Day Commitment: $30,000,000.00 Individual 5-Year Commitment: $0.00 Payment Instructions: Chase Manhattan Bank, NY, NY ABA# - 021-000-021 Acct. Name: Natexis Banques Populaires, New York Branch Account No.: 544-7-75330 Attn: Lordes Nieves Ref: Cenex Harvest States Cooperatives 20 SYNDICATION PARTIES: BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION By: ________________________________________ Name: Edward L. Cooper, III Title: Vice President Contact Name: Edward L. Cooper, III Title: Vice President Address: 231 South La Salle Street Chicago, IL 60697 Phone No.: 312/828-1273 Fax No.: 312/828-1974 Individual 364-Day Commitment: $0.00 Individual 5-Year Commitment: $31,666,667.00 Payment Instructions: Bank of America National Trust and Savings Association ABA - 071000039 Acct. Name: Attention: Cash Book 418 Loan Department Attention: Laura A. Ikens Ref: Cenex Harvest States Cooperatives 21