EX-10.1 2 exhibit1.htm EX-10.1 EX-10.1

CHS INC.
_______________________________
MASTER NOTE PURCHASE AGREEMENT
_______________________________
Dated as of June 9, 2011
$130,000,000 4.08% Series L Senior Notes due June 9, 2019
$160,000,000 4.52% Series M Senior Notes due June 9, 2021
$130,000,000 4.67% Series N Senior Notes due June 9, 2023
$80,000,000 4.82% Series O Senior Notes due June 9, 2026

                 
1.
  AUTHORIZATION OF NOTES     1  
 
               
                         
          1.1    
Description of Notes to be Issued
    1  
          1.2    
Additional Series of Notes
    1  
  2.     SALE AND PURCHASE OF NOTES     2  
  3.     CLOSING  
 
    2  
  4.     CONDITIONS TO CLOSING  
 
    3  
          4.1    
Representations and Warranties
    3  
          4.2    
Performance; No Default
    3  
          4.3    
Compliance Certificates
    3  
          4.4    
Opinions of Counsel
    4  
          4.5    
Purchase Permitted By Applicable Law, etc
    4  
          4.6    
Sale of Other 2011 Notes
    4  
          4.7    
Payment of Special Counsel Fees
    4  
          4.8    
Private Placement Number
    4  
          4.9    
Changes in Corporate Structure
    4  
          4.10    
Funding Instructions
    5  
          4.11    
Offeree Letter
    5  
          4.12    
Proceedings and Documents
    5  
  5.     REPRESENTATIONS AND WARRANTIES OF THE COMPANY     5  
          5.1    
Organization; Power and Authority
    5  
          5.2    
Authorization, etc
    5  
          5.3    
Disclosure
    6  
          5.4    
Organization and Ownership of Shares of Subsidiaries; Affiliates
    6  
          5.5    
Financial Statements; Material Liabilities
    7  
          5.6    
Compliance with Laws, Other Instruments, etc
    7  
          5.7    
Governmental Authorizations, etc
    8  
          5.8    
Litigation; Observance of Agreements, Statutes and Orders
    8  
          5.9    
Taxes
    8  
          5.10    
Title to Property; Leases
    9  
          5.11    
Permits and Other Operating Rights
    9  
          5.12    
Intellectual Property
    9  
          5.13    
Compliance with ERISA
    10  
          5.14    
Private Offering by the Company
    11  
          5.15    
Use of Proceeds; Margin Regulations
    11  
          5.16    
Existing Debt; Future Liens
    11  
          5.17    
Foreign Assets Control Regulations, etc
    12  
          5.18    
Status under Certain Statutes
    12  
          5.19    
Environmental Matters
    13  
          5.20    
Solvency
    13  
          5.21    
Hostile Tender Offers
    13  
          5.22    
Ranking of 2011 Notes
    13  
  6.     REPRESENTATIONS OF THE PURCHASER     14  
          6.1    
Purchase for Investment
    14  
          6.2    
Source of Funds
    14  
  7.     INFORMATION AS TO COMPANY  
 
    16  
          7.1    
Financial and Business Information
    16  
          7.2    
Officer’s Certificate
    18  
          7.3    
Inspection
    19  
  8.     INTEREST; PAYMENT OF THE NOTES     19  
          8.1    
Interest Payments
    19  
          8.2    
Offer to Pay Notes Upon Change in Control
    19  
          8.3    
Optional Prepayments with Make-Whole Amount
    21  
          8.4    
Allocation of Partial Prepayments
    21  
          8.5    
Maturity; Surrender, etc
    21  
          8.6    
Purchase of Notes
    21  
          8.7    
Make-Whole Amount
    22  
  9.     AFFIRMATIVE COVENANTS  
 
    23  
          9.1    
Compliance with Laws
    23  
          9.2    
Insurance
    24  
          9.3    
Maintenance of Properties
    24  
          9.4    
Payment of Taxes and Claims
    24  
          9.5    
Corporate Existence, etc
    24  
          9.6    
Pari Passu
    25  
  10.     NEGATIVE COVENANTS  
 
    25  
          10.1    
Transactions with Affiliates
    25  
          10.2    
Merger, Consolidation, etc
    25  
          10.3    
Consolidated Funded Debt to Consolidated Cash Flow
    26  

  10.4   Adjusted Consolidated Funded Debt to Consolidated Members’ and Patrons’ Equity 26  

                                 
          10.5    
Priority Debt
    26          
          10.6    
Liens
    27          
          10.7    
Sale of Assets
    29          
          10.8    
Line of Business
    33          
          10.9    
Subsidiary Distribution Restrictions
    33          
          10.10    
[Intentionally Omitted.]
    33          
          10.11    
[Intentionally Omitted.]
    33          
          10.12    
Terrorism Sanctions Regulations
    33          
  11.     EVENTS OF DEFAULT  
 
    33          
  12.     REMEDIES ON DEFAULT, ETC  
 
    35          
          12.1    
Acceleration
    35          
          12.2    
Other Remedies
    36          
          12.3    
Rescission
    36          
          12.4    
No Waivers or Election of Remedies, Expenses, etc
    37          
  13.     REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES     37          
          13.1    
Registration of Notes
    37          
          13.2    
Transfer and Exchange of Notes
    37          
          13.3    
Replacement of Notes
    38          
  14.     PAYMENTS ON NOTES  
 
    38          
          14.1    
Place of Payment
    38          
          14.2    
Home Office Payment
    38          
  15.     EXPENSES, ETC  
 
    39          
          15.1    
Transaction Expenses
    39          
          15.2    
Survival
    39          
  16.     SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT             39  
  17.     AMENDMENT AND WAIVER  
 
    40          
          17.1    
Requirements
    40          
          17.2    
Solicitation of Holders of Notes
    40          
          17.3    
Binding Effect, etc
    41          
          17.4    
Notes held by Company, etc
    41          
  18.     NOTICES  
 
    41          
  19.     REPRODUCTION OF DOCUMENTS  
 
    41          
  20.     CONFIDENTIAL INFORMATION  
 
    42          
  21.     SUBSTITUTION OF PURCHASER  
 
    43          
  22.     MISCELLANEOUS  
 
    43          
          22.1    
Successors and Assigns
    43          
          22.2    
Payments Due on Non-Business Days
    43          
          22.3    
Accounting Terms
    44          
          22.4    
Severability
    44          
          22.5    
Construction
    44          
          22.6    
Counterparts
    44          
          22.7    
Governing Law
    45          
          22.8    
Jurisdiction and Process; Waiver of Jury Trial
    45          

Schedules and Exhibits

         
Schedule A    
Information Relating to Purchasers
Schedule B    
Defined Terms
Schedule 4.9    
Changes in Corporate Structure
Schedule 5.3    
Disclosure Materials
Schedule 5.4    
Subsidiaries of the Company and Ownership of Subsidiary
Stock
Schedule 5.5    
Financial Statements
Schedule 5.6    
Restrictions on Debt
Schedule 5.12    
Intellectual Property
Schedule 5.16    
Existing Debt
Exhibit 1.1(a)    
Form of 4.08% Series L Senior Notes due June 9, 2019
Exhibit 1.1(b)    
Form of 4.52% Series M Senior Notes due June 9, 2021
Exhibit 1.1(c)    
Form of 4.67% Series N Senior Notes due June 9, 2023
Exhibit 1.1(d)    
Form of 4.82% Series O Senior Notes due June, 2026
Exhibit 1.2    
Form of Supplement
Exhibit 4.4(a)    
Form of Opinion of Special Counsel for the Company
Exhibit 4.4(b)    
Form of Opinion of Special Counsel for the Purchasers

CHS INC.
5500 Cenex Drive
Inver Grove Heights, MN 55077

$130,000,000 4.08% Series L Senior Notes due June 9, 2019
$160,000,000 4.52% Series M Senior Notes due June 9, 2021
$130,000,000 4.67% Series N Senior Notes due June 9, 2023
$80,000,000 4.82% Series O Senior Notes due June 9, 2026

Dated as of June 9, 2011

To Each of The Purchasers Listed in
Schedule A Hereto:

Ladies and Gentlemen:

CHS Inc., a nonstock agricultural cooperative corporation organized under the laws of the State of Minnesota (the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:

1. AUTHORIZATION OF NOTES.

1.1 Description of Notes to be Issued.

The Company will authorize the issue and sale of (a) $130,000,000 aggregate principal amount of its 4.08% Series L Senior Notes due June 9, 2019 (the “Series L Notes”), (b) $160,000,000 aggregate principal amount of its 4.52% Series M Senior Notes due June 9, 2021 (the “Series M Notes”), (c) $130,000,000 aggregate principal amount of its 4.67% Series N Senior Notes due June 9, 2023 (the “Series N Notes”) and (d) $80,000,000 aggregate principal amount of its 4.82% Series O Senior Notes due June 9, 2026 (the “Series O Notes” and together with the Series N Notes, the Series O Notes and the Series N Notes, collectively, the “2011 Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 13 of this Agreement). The Series L Notes, the Series M Notes, the Series N Notes and the Series O Notes shall be substantially in the form set out in Exhibit 1.1(a), Exhibit 1.1(b), Exhibit 1.1(c) and Exhibit 1.1(d), respectively. Certain capitalized terms used in this Agreement are defined in Schedule B hereto; references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement; and references to a “Section” are, unless otherwise specified, references to a Section of this Agreement.

1.2 Additional Series of Notes.

In addition to the issuance and sale of the 2011 Notes, the Company may from time to time issue and sell one or more additional Series of notes (the “Additional Notes” and together with the 2011 Notes, the “Notes”, such term to include any such Notes issued in substitution therefor pursuant to Section 13 of this Agreement) pursuant to this Agreement; provided that the aggregate principal amount of all Notes issued pursuant to this Agreement that may be outstanding at any time shall not exceed $1,500,000,000. Each Series of Additional Notes will be issued pursuant to a supplement to this Agreement (a “Supplement”) in substantially the form of Exhibit 1.2, and will be subject to the following terms and conditions:

(a) the designation of each Series of Additional Notes shall distinguish such Series from the Notes of all other Series;

(b) each Series of Additional Notes may consist of different and separate tranches and may differ as to outstanding principal amounts, maturity dates, interest rates, make-whole amounts, if any, and price and terms of redemption or payment prior to maturity;

(c) all Notes issued under this Agreement, including pursuant to any Supplement, shall rank pari passu with each other;

(d) each Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory or optional prepayments, if any, on the dates and with the make-whole amounts, if any, as are provided in the Supplement under which such Additional Notes are issued, and shall have such additional or different conditions precedent to closing and such additional or different representations and warranties or other terms and provisions as shall be specified in such Supplement;

(e) any additional or more restrictive covenants, Events of Default, rights (including, without limitation, any additional put rights) or similar provisions that are added by a Supplement for the benefit of the Series of Notes to be issued pursuant to such Supplement shall apply to all outstanding Notes, whether or not the Supplement so provides, so long as the Notes outstanding under such Supplement remain outstanding (an “Incorporated Provision”); and

(f) except to the extent provided in foregoing clause (d), all of the provisions of this Agreement shall apply to all Additional Notes.

2. SALE AND PURCHASE OF NOTES.

Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, 2011 Notes in the principal amount and in the Series specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

3. CLOSING.

The sale and purchase of the 2011 Notes to be purchased by each Purchaser shall occur at the offices of Bingham McCutchen LLP, 399 Park Avenue, New York, New York 10022 at 10:00 a.m., local time, at a closing (the “Closing”) on June 9, 2011. At the Closing, the Company will deliver to each Purchaser the 2011 Notes to be purchased by such Purchaser in the form of a single Note of each Series to be purchased by such Purchaser (or such greater number of 2011 Notes of each such Series in denominations of at least $500,000 as such Purchaser may request), dated the date of the Closing and registered in such Purchaser’s name (or in the name of its nominee), as indicated in Schedule A, against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company to Wells Fargo Bank, San Francisco, California, routing number 121000248, account number 0000044070, Beneficiary: CHS Inc. If at the Closing the Company shall fail to tender such 2011 Notes to any Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment.

4. CONDITIONS TO CLOSING.

Each Purchaser’s obligation to purchase and pay for the 2011 Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the Closing, of the following conditions:

4.1 Representations and Warranties.

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

4.2 Performance; No Default.

The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by the Company prior to or at the Closing and after giving effect to the issue and sale of the 2011 Notes (and the application of the proceeds thereof as contemplated by Section 5.15), no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Sections 10.1, 10.3, 10.4, 10.5, 10.7 or 10.12 hereof had such Sections applied since such date.

4.3 Compliance Certificates.

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

(b) Secretary’s Certificate.  The Company shall have delivered to such Purchaser a certificate, signed on its behalf by its Secretary or its Assistant Secretary, and one other officer of the Company, dated the date of the Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the 2011 Notes and this Agreement and (ii) the Company’s organizational documents.

4.4 Opinions of Counsel.

Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from Dorsey & Whitney LLP, counsel for the Company, covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers) and (b) from Bingham McCutchen LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

4.5 Purchase Permitted By Applicable Law, etc.

On the date of the Closing, such Purchaser’s purchase of 2011 Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by such Purchaser, such Purchaser shall have received an Officer’s Certificate certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.

4.6 Sale of Other 2011 Notes.

Contemporaneously with the Closing, the Company shall sell to each other Purchaser and each other Purchaser shall purchase the 2011 Notes to be purchased by it at the Closing as specified in Schedule A.

4.7 Payment of Special Counsel Fees.

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

4.8 Private Placement Number.

A Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the SVO) shall have been obtained for each Series of the 2011 Notes.

4.9 Changes in Corporate Structure.

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

4.10 Funding Instructions.

At least three Business Days prior to the date of the Closing, each Purchaser shall have received written instructions signed by a Responsible Officer on letterhead of the Company confirming the information specified in Section 3 including (a) the name and address of the transferee bank, (b) such transferee bank’s ABA number and (c) the account name and number into which the purchase price for the 2011 Notes is to be deposited.

4.11 Offeree Letter.

SunTrust Robinson Humphrey, Inc. and U.S. Bancorp Investments, Inc. shall have delivered to the Company, their counsel, such Purchaser, and its special counsel an offeree letter, in form and substance satisfactory to such Purchaser, confirming the manner of the offering of the 2011 Notes by SunTrust Robinson Humphrey, Inc. and U.S. Bancorp Investments, Inc.

4.12 Proceedings and Documents.

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

5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

         
The Company represents and warrants to each Purchaser that:
  5.1    
Organization; Power and Authority.

The Company is a nonstock agricultural cooperative corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the 2011 Notes and to perform the provisions hereof and thereof.

5.2 Authorization, etc.

The Company has all requisite corporate power to own and operate its respective properties and to conduct its business as currently conducted and as currently proposed to be conducted. The Company has all requisite corporate power to execute, deliver and perform its obligations under this Agreement and the 2011 Notes. The Company has taken all necessary corporate action to authorize the execution and delivery of, and the performance of its obligations under, this Agreement and the 2011 Notes, and this Agreement constitutes, and upon execution and delivery thereof each 2011 Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except, in each case, as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

5.3 Disclosure.

The Company, through its agents, SunTrust Robinson Humphrey, Inc. and U.S. Bancorp Investments, Inc., has delivered to each Purchaser a copy of a Private Placement Memorandum, dated May, 2011 (the “Memorandum”), relating to the transactions contemplated hereby. The Memorandum fairly describes, in all material respects, the general nature of the business and principal properties of the Company and its Subsidiaries. Except as disclosed in Schedule 5.3, this Agreement, the Memorandum and the documents, certificates or other writings delivered to the Purchasers by or on behalf of the Company in connection with the transactions contemplated hereby and identified in Schedule 5.3, and the financial statements listed in Schedule 5.5 (this Agreement, the Memorandum and such documents, certificates or other writings and such financial statements being referred to, collectively, as the “Disclosure Documents”), taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements herein or therein not misleading in light of the circumstances under which they were made. Except as disclosed in the Disclosure Documents, since August 31, 2010, there has been no change in the financial condition, operations, business or properties of the Company or any Subsidiary except changes that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. There is no fact known to the Company that could reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Disclosure Documents.

5.4 Organization and Ownership of Shares of Subsidiaries; Affiliates.

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

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

(c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact.

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

5.5 Financial Statements; Material Liabilities.

The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

5.6 Compliance with Laws, Other Instruments, etc.

The execution, delivery and performance by the Company of this Agreement and the 2011 Notes will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, or any other agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary. The Company is not a party to any contract or agreement or subject to any charter or other corporate restrictions which materially and adversely affects its business, property, assets, financial condition or results of operations, and the Company is not a party to, or otherwise subject to any provision contained in, any instrument evidencing Debt of the Company, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Debt of the Company of the type to be evidenced by the 2011 Notes except as set forth in the agreements listed in Schedule 5.6 attached hereto. The provisions of this Agreement and the 2011 Notes do not contravene any agreement listed in Schedule 5.6.

5.7 Governmental Authorizations, etc.

No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company of this Agreement or the 2011 Notes.

5.8 Litigation; Observance of Agreements, Statutes and Orders.

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

(b) Neither the Company nor any Subsidiary is (i) in default under any term of any agreement or instrument to which it is a party or by which it is bound, (ii) in violation of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or (iii) in violation of any applicable law, ordinance, rule or regulation of any Governmental Authority (including, without limitation, Environmental Laws, the USA PATRIOT Act or any of the others laws and regulations that are referred to in Section 5.17), which default or violation, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

5.9 Taxes.

The Company and its Subsidiaries have filed all U.S. federal, state and, to the knowledge of the officers of the Company, other tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (a) the amount of which is not individually or in the aggregate Material or (b) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Company or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. The Company knows of no basis for any other tax or assessment that could reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of U.S. federal, state or other taxes for all fiscal periods are adequate. The U.S. federal income tax liabilities of the Company and its Subsidiaries have been determined by the Internal Revenue Service and paid for all fiscal years up to and including the fiscal year ended August 31, 2005. The Company is a cooperative association taxed under the provisions of “subchapter T” of the Code and the Company does not presently intend to alter its status as a subchapter T cooperative association for U.S. federal income tax purposes.

5.10 Title to Property; Leases.

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

5.11 Permits and Other Operating Rights.

The Company and each Subsidiary of the Company has all such valid and sufficient certificates of convenience and necessity, franchises, licenses, permits, operating rights and other authorizations from all Governmental Authorities having jurisdiction over the Company or any Subsidiary or any of its properties, as are necessary for the ownership, operation and maintenance of its businesses and properties, as presently conducted and as proposed to be conducted while the 2011 Notes are outstanding, subject to exceptions and deficiencies which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, and such certificates of convenience and necessity, franchises, licenses, permits, operating rights and other authorizations from all Governmental Authorities or any of its properties are free from restrictions or conditions which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

5.12 Intellectual Property.

Except as disclosed in Schedule 5.12,

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

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

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

5.13 Compliance with ERISA.

(a) The Company and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA (aside from ordinary claims for benefits under the Plans) or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in section 3 of ERISA), and no event, transaction or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to section 430 or 436 of the Code or section 4068 of ERISA, other than such liabilities or Liens as would not be individually or in the aggregate Material.

(b) The present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of the end of such Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefit liabilities by more than $25,000,000 for any single Plan or by more than $40,000,000, in the aggregate, for all such Plans. The term “benefit liabilities” has the meaning specified in section 4001 of ERISA and the terms “current value” and “present value” have the meaning specified in section 3 of ERISA.

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

(d) The expected postretirement benefit obligation (determined as of the last day of the Company’s most recently ended fiscal year in accordance with Financial Accounting Standards Board Accounting Standards Codification 715-60, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code) of the Company and its Subsidiaries is not Material.

(e) The execution and delivery of this Agreement and the issuance and sale of the 2011 Notes hereunder will not involve any transaction that is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code. The representation by the Company to each Purchaser in the first sentence of this Section 5.13(e) is made in reliance upon and subject to the accuracy of such Purchaser’s representation in Section 6.2 as to the sources of the funds used to pay the purchase price of the 2011 Notes to be purchased by such Purchaser.

5.14 Private Offering by the Company.

Neither the Company nor anyone acting on its behalf has, directly or indirectly, offered the 2011 Notes or any similar Securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers and not more than 60 other Institutional Investors (as defined in clause (c) of the definition of such term), each of which has been offered the 2011 Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the 2011 Notes to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any securities or “blue sky” laws of any applicable jurisdiction.

5.15 Use of Proceeds; Margin Regulations.

The Company will apply the proceeds of the sale of the 2011 Notes for working and general capital requirements. No part of the proceeds from the sale of the 2011 Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

5.16 Existing Debt; Future Liens.

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

(b) The aggregate amount of all outstanding Debt of the Company and its Subsidiaries not set forth on Schedule 5.16 does not exceed $10,000,000.

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

(d) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Debt of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Debt of the Company, except as specifically indicated in Schedule 5.16.

5.17 Foreign Assets Control Regulations, etc.

(a) Neither the Company nor any Affiliated Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”), (ii) a Person that is otherwise a sanctions target of the OFAC sanctions programs, or (iii) a Person that is a department, agency or instrumentality of, or otherwise controlled by or acting on behalf of, directly or indirectly, (A) any OFAC Listed Person or Person that is otherwise a sanctions target, or (B) the government of a country subject to comprehensive U.S. economic sanctions administered by OFAC, currently Iran, Sudan, Cuba, Burma, Syria and North Korea, (each OFAC Listed Person and each other entity described in clauses (ii) and (iii), collectively, a “Blocked Person”).

(b) No part of the proceeds from the sale of the 2011 Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be applied, directly by the Company or indirectly through any Affiliated Entity, in any transactions or dealings with, any Blocked Person.

(c) To the Company’s actual knowledge after making due inquiry, neither the Company nor any Affiliated Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law), to ensure that the Company and each Affiliated Entity is and will continue to be in compliance with all applicable Anti-Money Laundering Laws.

(d) No part of the proceeds from the sale of the 2011 Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law), to ensure that the Company and each Affiliated Entity is and will continue to be in compliance with all applicable anti-corruption laws and regulations.

5.18 Status under Certain Statutes.

Neither the Company nor any Subsidiary is subject to regulation under the Investment Company Act of 1940, as amended, the Public Utility Holding Company Act of 2005, as amended, the ICC Termination Act of 1995, as amended, or the Federal Power Act, as amended.

5.19 Environmental Matters.

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

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

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

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

5.20 Solvency.

The Company, after giving effect to the transactions contemplated by this Agreement and the 2011 Notes, will not be engaged in any business or transaction, or about to engage in any business or transaction, for which the Company has unreasonably small assets or capital (within the meaning of the Uniform Fraudulent Transfer Act, the Uniform Fraudulent Conveyance Act and Section 548 of Title 11 of the United States Code), and the Company does not have any intent to hinder, delay or defraud any Person to which it is, or will become, on or after the date of Agreement, indebted to or to incur debts that would be beyond its ability to pay as they mature.

5.21 Hostile Tender Offers.

None of the proceeds of the sale of any 2011 Note will be used to finance a Hostile Tender Offer.

5.22 Ranking of 2011 Notes.

The Company’s obligations under the 2011 Notes and this Agreement will, upon issuance of the 2011 Notes, rank at least pari passu, without preference or priority, with all of its other outstanding unsecured and unsubordinated obligations, except for those obligations that are, or are liable to be, mandatorily preferred by law.

6. REPRESENTATIONS OF THE PURCHASER.

6.1 Purchase for Investment.

Each Purchaser severally represents that (a) it is an “accredited investor” under Rule 501(a) of Regulation D under the Securities Act and (b) it is purchasing the Notes for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such Purchaser’s or their property shall at all times be within such Purchaser’s or their control. Each Purchaser understands that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Notes.

6.2 Source of Funds.

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

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

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

(c) the Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this clause (c), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or

(d) the Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption), no employee benefit plan’s assets that are managed by QPAM in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any employee benefit plans whose assets in the investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer of by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to the Company in writing pursuant to this clause (d); or

(e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d) of the INHAM Exemption) owns a 10% or more interest in the Company (as determined under Part IV(d) of the INHAM Exemption, as amended effective April 1, 2011) and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to this clause (e); or

(f) the Source is a governmental plan; or

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

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

As used in this Section 6.2, the terms “employee benefit plan”, “governmental plan” and “separate account” shall have the respective meanings assigned to such terms in section 3 of ERISA.

7. INFORMATION AS TO COMPANY.

7.1 Financial and Business Information.

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

(a) Quarterly Statements — within 45 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,

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

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

setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company’s Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a), provided, further, that the Company shall be deemed to have made such delivery of such Form 10-Q if it shall have timely made such Form 10-Q available on “EDGAR” and on its home page on the worldwide web (at the date of this Agreement located at: http//www.chsinc.com) and shall have given each holder of Notes prior notice of such availability on EDGAR and on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”);

(b) Annual Statements — within 90 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,

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

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

setting forth in each case, in comparative form, the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances; provided that the delivery within the time period specified above of the Company’s Form 10-K for such fiscal year (together with the Company’s annual report to members, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), provided, further, that the Company shall be deemed to have made such delivery of such Form 10-K if it shall have timely made Electronic Delivery thereof;

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

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

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

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

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

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

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

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

(h) Information Required by Rule 144A – with reasonable promptness, upon the request of any such holder, such financial and other information as such holder may reasonably determine to be necessary in order to permit compliance with the information requirements of Rule 144A under the Securities Act in connection with the resale of Notes, except at such times as the Company is subject to and in compliance with the reporting requirements of section 13 or 15(d) of the Exchange Act.

7.2 Officer’s Certificate.

Each set of financial statements delivered to a holder of Notes pursuant to Section 7.1(a) or Section 7.1(b) hereof shall be accompanied by a certificate of a Senior Financial Officer setting forth (which, in the case of Electronic Delivery of any such financial statements, shall be by separate concurrent delivery of such certificate to each holder of Notes):

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

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

7.3 Inspection.

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

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

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

8. INTEREST; PAYMENT OF THE NOTES.

8.1 Interest Payments.

Interest on the 2011 Notes shall accrue on the unpaid principal balance of the 2011 Notes at the rates and shall be computed on the basis as described in the applicable 2011 Note. Interest shall be due and payable as provided in the 2011 Notes.

8.2 Offer to Pay Notes Upon Change in Control.

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

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

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

(i) the Proposed Prepayment Date;

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

(iii) the outstanding principal amount as of the Proposed Prepayment Date of each Note offered to be prepaid;

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

(v) that the conditions of this Section 8.2 have been fulfilled; and

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

8.3 Optional Prepayments with Make-Whole Amount.

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

8.4 Allocation of Partial Prepayments.

In the case of each partial prepayment of the Notes pursuant to Section 8.3, the principal amount of the Notes to be prepaid shall be allocated among all of the Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment, without regard to the Series of Notes.

8.5 Maturity; Surrender, etc.

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

8.6 Purchase of Notes.

The Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written offer to purchase made by the Company or an Affiliate pro rata to the holders of the Notes outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least 15 Business Days. If the holders of more than 33?% of the principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

8.7 Make-Whole Amount.

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

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

“Discounted Value” means, with respect to the Called Principal of any Note of any Series, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on such Series of Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal.

“Reinvestment Yield” means, with respect to the Called Principal of any Note of any Series, 0.50% plus the yield to maturity calculated by using (i) the yields reported, as of 10:00 A.M. (New York City time) on the second Business Day preceding the Settlement Date on screen “PX 1” on the Bloomberg Financial Market Service (or such other display on the Bloomberg Financial Market Service as may be agreed upon by the Company and the Required Holders having the same information if “PX-1” is replaced by Bloomberg Financial Market Service) for the most recently issued, actively traded, on-the-run benchmark U.S. Treasury securities, having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date or (ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable, (including by way of interpolation), the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date, in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for the most recently issued actively traded on-the-run U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. In either case, the yield will be determined using the applicable screen or report as determined above, if necessary, by (a) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (b) interpolating linearly on a straight line basis between (1) the applicable most recently issued actively traded on-the-run U.S. Treasury security with the maturity closest to and greater than the Remaining Average Life and (2) the applicable most recently issued actively traded on-the-run U.S. Treasury security with the maturity closest to and less than the Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Series of Note.

“Remaining Average Life” means, with respect to any Called Principal of any Series of Notes, the number of years obtained by dividing (a) such Called Principal into (b) the sum of the products obtained by multiplying (i) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (ii) the number of years that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.

“Remaining Scheduled Payments” means, with respect to the Called Principal of any Note of any Series, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the Notes of such Series, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.3 or 12.1.

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

9. AFFIRMATIVE COVENANTS.

         
The Company covenants that so long as any of the Notes are outstanding:
  9.1    
Compliance with Laws.

The Company will and will cause each of its Subsidiaries to comply with all laws, ordinances or governmental rules or regulations to which each of them is subject, including, without limitation, ERISA, Environmental Laws, the USA PATRIOT Act and the other laws and regulations that are referred to in Section 5.17, and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

9.2 Insurance.

The Company will and will cause each of its Subsidiaries to maintain, with financially sound and reputable insurers, insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as is customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated; provided, however, the Company may, to the extent permitted by law, provide for appropriate self-insurance with respect to workers’ compensation.

9.3 Maintenance of Properties.

The Company will and will cause each of its Subsidiaries to maintain and keep, or cause to be maintained and kept, their respective properties in good repair, working order and condition (other than ordinary wear and tear), so that the business carried on in connection therewith may be properly conducted at all times, provided that this Section shall not prevent the Company or any Subsidiary from discontinuing the operation and the maintenance of any of its properties if such discontinuance is desirable in the conduct of its business and the Company has concluded that such discontinuance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

9.4 Payment of Taxes and Claims.

The Company will and will cause each of its Subsidiaries to file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, and to pay and discharge all amounts payable for work, labor and materials, in each case to the extent such taxes, assessments, charges, levies and amounts have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Company or any Subsidiary, provided that neither the Company nor any Subsidiary need pay any such tax, assessment, charge, levy or amount payable if (a) the amount, applicability or validity thereof is being actively contested by the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Subsidiary or (b) the nonpayment of all such taxes, assessments, charges, levies and amounts payable in the aggregate could not reasonably be expected to have a Material Adverse Effect.

9.5 Corporate Existence, etc.

Subject to Section 10.2, the Company will at all times preserve and keep in full force and effect its corporate existence and will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries, except to the extent that, with respect to Subsidiaries, in the good faith judgment of the Company, the failure to do so could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. The Company will at all times preserve and keep in full force and effect all certificates of convenience and necessity, rights and franchises, licenses, permits, operating rights and other authorization from any Governmental Authorities as are necessary for the ownership, operation and maintenance of its and its Subsidiaries’ respective businesses and properties, unless the termination of or failure to preserve and keep in full force and effect such right, certificate or franchise, license, permit, operating right or other authorization would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

9.6 Pari Passu.

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

10. NEGATIVE COVENANTS.

         
The Company covenants that so long as any of the Notes are outstanding:
  10.1    
Transactions with Affiliates.

The Company will not, and will not permit any Subsidiary to, enter into directly or indirectly any transaction or Material group of related transactions (including, without limitation, the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate, except in the ordinary course and pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

10.2 Merger, Consolidation, etc.

The Company will not, and will not permit any Subsidiary to, directly or indirectly, consolidate with, or merge into, any other Person or permit any other Person to consolidate with, or merge into, it, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person, except that:

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

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

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

(ii) if the Company is not the Surviving Corporation, (A) the Surviving Corporation shall have executed and delivered to each holder of the Notes its written assumption of the due and punctual performance and payment of each covenant and condition of the Company in this Agreement and the Notes, which assumption shall be in form and substance approved in writing by the Required Holders, and (B) the Company shall have caused to be delivered to each holder of the Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, and

(iii) immediately after giving effect to such transaction,

(A) no Default or Event of Default shall exist, and

(B) the Surviving Corporation and its Subsidiaries are permitted to incur at least $1.00 of additional Priority Debt under the provisions of Section 10.5, and

(c) CoFina may transfer CoFina Loan Assets to a Wholly-Owned Subsidiary in the ordinary course of business.

No such conveyance, transfer or lease of substantially all of the assets of the Company shall have the effect of releasing the Company or any successor corporation or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under this Agreement or the Notes.

10.3 Consolidated Funded Debt to Consolidated Cash Flow.

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

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

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

10.5 Priority Debt.

(a) The Company covenants that it will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, issue, incur or assume any Priority Debt if after giving effect thereto the aggregate outstanding principal amount of all Priority Debt would exceed 20% of Consolidated Net Worth at the time of such creation, issuance, incurrence or assumption.

(b) The Company will not at any time permit any Subsidiary to guaranty, become a co-borrower or otherwise become obligated in respect of any Debt owing under any Primary Bank Facility unless contemporaneously such Subsidiary guaranties, or becomes similarly obligated in respect of, the Notes, in each case pursuant to documentation in form and substance reasonably satisfactory to the Required Holders.

10.6 Liens.

The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly create, incur, assume or suffer to be created, incurred or assumed or to exist (upon the happening of a contingency or otherwise), any Lien on or with respect to any property of the Company or any such Subsidiary, whether now owned or held or hereafter acquired (unless provision is made whereby the Notes will be equally and ratably secured with any and all other obligations thereby secured as provided in the last paragraph of this Section 10.6), except:

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

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

(c) Liens incidental to the normal conduct of the business of the Company or a Subsidiary of the Company or to the ownership by the Company or a Subsidiary of its property which were not incurred in connection with the borrowing of money or the obtaining of credit or advances and which do not in the aggregate materially detract from the value of the property of the Company or any Subsidiary of the Company for the purpose of such business or materially impair the use thereof in the operation of the business of the Company or any Subsidiary of the Company, including, without limitation, Liens

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

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

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

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

provided that any amounts secured by such Liens are not yet due and payable.

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

(e) any Lien renewing, extending or refunding any Lien permitted by clause (d) of this Section 10.6, provided that (i) the principal amount of the Debt secured by such Lien immediately prior to such extension, renewal or refunding is not increased or the maturity thereof reduced, (ii) such Lien is not extended to any other property, and (iii) immediately after such extension, renewal or refunding no Default or Event of Default would exist;

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

(g) any Lien created to secure all or any part of the purchase price or cost of construction, or to secure Debt incurred or assumed to pay all or a part of the purchase price or cost of construction, of any property (or any improvement thereon) acquired or constructed by the Company or a Subsidiary of the Company after the date of the Closing, provided that

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

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

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

(h) any Lien existing on property acquired by the Company or any Subsidiary of the Company at the time such property is so acquired (whether or not the Debt secured thereby is assumed by the Company or such Subsidiary) or any Lien existing on property of a Person immediately prior to the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company, provided that

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

(ii) such Lien shall extend only to the property acquired or the property of such Person merged into or consolidated with the Company or Subsidiary which was subject to such Lien as of the time of such consolidation or merger, and

(iii) the principal amount of the Debt secured by any such Lien shall at no time exceed an amount equal to 100% of the Fair Market Value (as determined in good faith by the board of directors of the Company or such Subsidiary) of the property subject thereto at the time of the acquisition thereof or at the time of such merger or consolidation;

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

(j) Liens consisting of the cash collateralization of reimbursement obligations in an aggregate amount not to exceed $200,000,000 in respect of letters of credit required to be pledged because the expiry date of such letters of credit occurs later than the maturity date of the lending facility under which such letters of credit were issued, but only to the extent and for so long as no Default or Event of Default has occurred and is continuing and no “potential default” or “event of default” has occurred and is continuing under and as defined in such lending facility; and

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

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

10.7 Sale of Assets.

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

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

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

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

(b) Debt Prepayment Applications and Reinvested Transfers.

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

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

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

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

(c) Certain Definitions. The following terms have the following meanings:

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

As used in this definition,

(i) “Ratable Portion” means, for any Note, an amount equal to the product of

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

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

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

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

(b) in the case of property that constitutes capital stock of or other ownership interests in any Subsidiary of the Company, an amount equal to that percentage of the book value of the assets of the Subsidiary that issued such capital stock or other ownership interests as is equal to the percentage that the book value that such capital stock or other ownership interests represents of the book value of all of the outstanding capital stock of or other ownership interests in such Subsidiary (assuming, in making such calculations, that all securities convertible into such capital stock or other ownership interests are so converted and giving full effect to all transactions that would occur or be required in connection with such conversion), determined as of time of such Transfer in good faith by the board of directors of the Company.

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

(a) the aggregate amount of the consideration (valued at the Fair Market Value of such consideration at the time of the consummation of such Transfer) received by such Person in respect of such Transfer, minus

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

(iv) “Substantial Portion” means, at any time, any property subject to a Transfer if the Disposition Value of such property, when added to the Disposition Value of all other property of the Company and its Subsidiaries that shall have been the subject of a Transfer (other than an Excluded Transfer and Transfers of such other property to the extent the Net Proceeds Amount arising therefrom has been applied to a Reinvested Transfer or a Debt Prepayment Application) during the then current fiscal year of the Company, exceeds an amount equal to 25% of Consolidated Total Assets as of the end of the fiscal year of the Company then most recently ended.

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

10.8 Line of Business.

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

10.9 Subsidiary Distribution Restrictions.

The Company covenants that it will not, and will not permit any Subsidiary (other than NCRA) of the Company to, enter into, or be otherwise subject to, any contract or agreement (including its certificate of incorporation) which limits the amount of, or otherwise imposes restrictions on the payment of, Distributions by any Subsidiary of the Company.

     
10.10
10.11
10.12
 
[Intentionally Omitted.]
[Intentionally Omitted.]
Terrorism Sanctions Regulations.

The Company will not and will not permit any Affiliated Entity to (a) become a Blocked Person or (b) have any investments in or engage in any dealings or transactions with any Blocked Person.

11. EVENTS OF DEFAULT.

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

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

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

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

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

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

(f) (i) the Company or any Subsidiary is in default (as principal or as guarantor or other surety) in the payment of any principal of or premium or make-whole amount or interest on any Debt that is outstanding in an aggregate principal amount of at least $25,000,000 beyond any period of grace provided with respect thereto, or (ii) the Company or any Subsidiary is in default in the performance of or compliance with any agreement, term or condition contained in any instrument or agreement evidencing any Debt in an aggregate outstanding principal amount of at least $25,000,000 or of any mortgage, indenture or other agreement relating thereto or any other condition exists, and as a consequence of such default or condition such Debt has become, or has been declared (or one or more Persons are entitled to declare such Debt to be) due and payable before its stated maturity or before its regularly scheduled dates of payment, or (iii) as a consequence of the occurrence or continuation of any event or condition (other than the passage of time or the right of the holder of Debt to convert such Debt into equity interests), (x) the Company or any Subsidiary has become obligated to purchase or repay Debt before its regular maturity or before its regularly scheduled dates of payment in an aggregate outstanding principal amount of at least $25,000,000, or (y) one or more Persons have the right to require the Company or any Subsidiary so to purchase or repay such Debt; or

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

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

(i) a final judgment or judgments for the payment of money aggregating in excess of $25,000,000 are rendered against one or more of the Company and its Subsidiaries and which judgments are not, within 30 days after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within 30 days after the expiration of such stay; or

(j) if (i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under section 436 of the Code, (ii) a notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Company or any ERISA Affiliate that a Plan may become a subject of any such proceedings, (iii) the aggregate “amount of unfunded benefit liabilities” (within the meaning of section 4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA, shall exceed five percent (5%) of Consolidated Net Worth for any period of ten (10) consecutive calendar days or more, (iv) the Company or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, (v) the Company or any ERISA Affiliate withdraws from any Multiemployer Plan, or (vi) the Company or any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of the Company or any Subsidiary thereunder; and any such event or events described in clauses (i) through (vi) above, either individually or together with any other such event or events, could reasonably be expected to have a Material Adverse Effect. As used in this Section 11(j), the terms “employee benefit plan” and “employee welfare benefit plan” shall have the respective meanings assigned to such terms in section 3 of ERISA.

12. REMEDIES ON DEFAULT, ETC.

12.1 Acceleration.

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

(b) If any other Event of Default has occurred and is continuing, the Required Holders may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable.

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

Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (i) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (ii) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

12.2 Other Remedies.

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

12.3 Rescission.

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

12.4 No Waivers or Election of Remedies, Expenses, etc.

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

13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

13.1 Registration of Notes.

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

13.2 Transfer and Exchange of Notes.

Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes of such Series (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of such Note for such Series as set forth in Exhibit 1.1(a), 1.1(b), 1.1(c) or 1.1(d), as applicable. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $500,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $500,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2.

13.3 Replacement of Notes.

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

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

(b) in the case of mutilation, upon surrender and cancellation thereof,

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

14. PAYMENTS ON NOTES.

14.1 Place of Payment.

Subject to Section 14.2, payments of principal, Make-Whole Amount, if any, and interest becoming due and payable on the Notes shall be made in New York, New York at the principal office of Wells Fargo Bank, National Association in such jurisdiction. The Company may at any time, by notice to each holder of a Note, change the place of payment of the Notes so long as such place of payment shall be either the principal office of the Company in such jurisdiction or the principal office of a bank or trust company in such jurisdiction.

14.2 Home Office Payment.

So long as any Purchaser or its nominee shall be the holder of any Note, and notwithstanding anything contained in Section 14.1 or in such Note to the contrary, the Company will pay all sums becoming due on such Note for principal, Make-Whole Amount, if any, and interest by the method and at the address specified for such purpose below such Purchaser’s name in Schedule A, or by such other method or at such other address as such Purchaser shall have from time to time specified to the Company in writing for such purpose, without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Note, such Purchaser shall surrender such Note for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or at the place of payment most recently designated by the Company pursuant to Section 14.1. Prior to any sale or other disposition of any Note held by a Purchaser or its nominee such Purchaser will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Note to the Company in exchange for a new Note or Notes pursuant to Section 13.2. The Company will afford the benefits of this Section 14.2 to any Qualified Institutional Buyer or Institutional Investor that is the direct or indirect transferee of any Note purchased by a Purchaser under this Agreement and that has made the same agreement relating to such Note as the Purchasers have made in this Section 14.2.

15. EXPENSES, ETC.

15.1 Transaction Expenses.

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

15.2 Survival.

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

16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

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

17. AMENDMENT AND WAIVER.

17.1 Requirements.

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

17.2 Solicitation of Holders of Notes.

(a) Solicitation.  The Company will provide each holder of the Notes (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or of the Notes. The Company will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 17 to each holder of outstanding Notes promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite holders of Notes.

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

(c) Consent in Contemplation of Transfer. Any consent made pursuant to this Section 17.2 by the holder of any Note that has transferred or has agreed to transfer such Note to the Company, any Subsidiary or any Affiliate of the Company and has provided or has agreed to provide such written consent as a condition to such transfer shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such transferring holder.

17.3 Binding Effect, etc.

Any amendment or waiver consented to as provided in this Section 17 applies equally to all holders of Notes and is binding upon them and upon each future holder of any Note and upon the Company without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Company and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein, the term “this Agreement” and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

17.4 Notes held by Company, etc.

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

18. NOTICES.

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

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

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

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

Notices under this Section 18 will be deemed given only when actually received.

19. REPRODUCTION OF DOCUMENTS.

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

20. CONFIDENTIAL INFORMATION.

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

21. SUBSTITUTION OF PURCHASER.

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

22. MISCELLANEOUS.

22.1 Successors and Assigns.

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

22.2 Payments Due on Non-Business Days.

Anything in this Agreement or the Notes to the contrary notwithstanding (but without limiting the requirement in Sections 8.2 or 8.3 that the notice of any optional prepayment specify a Business Day as the date fixed for such prepayment), any payment of principal of or Make-Whole Amount or interest on any Note that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day; provided that if the maturity date of any Notes is a date other than a Business Day, the payment otherwise due on such maturity date shall be made on the next succeeding Business Day and shall include the additional days elapsed in the computation of interest payable on such next succeeding Business Day.

22.3 Accounting Terms.

All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, (a) all computations made pursuant to this Agreement shall be made in accordance with GAAP, and (b) all financial statements shall be prepared in accordance with GAAP. For purposes of determining compliance with the financial covenants contained in this Agreement, any election by the Company to measure an item of Debt using fair value (as permitted by FASB ASC 825-10-25 — Fair Value Option (formerly known as FASB 159) or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made.

Notwithstanding the foregoing, if the Company notifies the holders of Notes that, in Company’s reasonable opinion, or if the Required Holders notify the Company that, in the Required Holders’ reasonable opinion, as a result of a change in GAAP after the date hereof, any covenant contained in Sections 10.2, 10.3, 10.4, 10.5, 10.6 or 10.7, or any of the defined terms used therein no longer apply as intended such that such covenants are materially more or less restrictive to the Company than as at the date of this Agreement, the Company shall negotiate in good faith with the holders of Notes to make any necessary adjustments to such covenant or defined term to provide the holders of the Notes with substantially the same protection as such covenant provided prior to the relevant change in GAAP. Until the Company and the Required Holders so agree to reset, amend or establish alternative covenants or defined terms, (a) the covenants contained in Sections 10.2, 10.3, 10.4, 10.5, 10.6 and 10.7, together with the relevant defined terms, shall continue to apply and compliance therewith shall be determined on the basis of GAAP in effect at the date of this Agreement and (b) each set of financial statements delivered to holders of Notes pursuant to Section 7.1(a) or (b) during such time shall include detailed reconciliations reasonably satisfactory to the Required Holders as to the effect of such change in GAAP.

22.4 Severability.

Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

22.5 Construction.

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

22.6 Counterparts.

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

22.7 Governing Law.

This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice of law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

22.8 Jurisdiction and Process; Waiver of Jury Trial.

(a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

(b) The Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.

(c) Nothing in this Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

(d) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

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

Very truly yours,

CHS, INC.

     
By:  
/s/ David A. Kastelic
Name: David A. Kastelic
Title:  
Executive Vice President and
Chief Financial Officer

1

    This Agreement is hereby

Accepted and agreed to as
of the date hereof.

         
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY    
By:   AIG Asset Management (U.S.) LLC, Investment Adviser
   
By: /s/ William H. Hasson
Name:
Title:
 
William H. Hasson
Managing Director

2

         
    NEW YORK LIFE INSURANCE COMPANY  
    By: /s/ Christopher H. Carey  
    Name:     Christopher H. Carey
    Title:     Vice President
         
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
By:   New York Life Investment Management LLC,
    Its Investment Manager
    By: /s/ Christopher H. Carey
    Name: Christopher H. Carey
    Title: Managing Director
         
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY
OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30C)
By:   New York Life Investment Management LLC,
    Its Investment Manager
    By: /s/ Christopher H. Carey
    Name: Christopher H. Carey
    Title: Managing Director
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE
ACCOUNT (BOLI 3-2)
         
By:   New York Life Investment Management LLC,
   
Its Investment Manager
 
    By: /s/ Christopher H. Carey
    Name: Christopher H. Carey
   
Title:
  Managing Director

3

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

     
By: /s/ Timothy S. Collins
Name: Timothy S. Collins
Title:
  Its Authorized Representative

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY FOR ITS GROUP ANNUITY SEPARATE ACCOUNT

     
By: /s/ Timothy S. Collins
Name: Timothy S. Collins
Its:
  Authorized Representative

4

     
    MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY  
    By:     Babson Capital Management LLC
          as Investment Adviser
          By: /s/ Emeka O. Onukwugha
          Name: Emeka O. Onukwugha
          Title: Managing Director
     
    C.M. LIFE INSURANCE COMPANY  
    By:     Babson Capital Management LLC
          as Investment Adviser
          By: /s/ Emeka O. Onukwugha
          Name: Emeka O. Onukwugha
          Title: Managing Director

5

     
    MASSMUTUAL ASIA LIMITED  
    By:     Babson Capital Management LLC
          as Investment Adviser
          By: /s/ Emeka O. Onukwugha
          Name: Emeka O. Onukwugha
          Title: Managing Director

6

     
ING LIFE INSURANCE AND ANNUITY COMPANY
ING USA ANNUITY AND LIFE INSURANCE COMPANY
RELIASTAR LIFE INSURANCE COMPANY
By:   ING Investment Management LLC, as Agent
    By: /s/ Paul Aronson
    Name: Paul Aronson
    Title: Senior Vice President

7

     
    AVIVA LIFE AND ANNUITY COMPANY  
    ROYAL NEIGHBORS OF AMERICA  
    By:     Aviva Investors North America, Inc.,
          Its authorized attorney-in-fact
          By: /s/ Roger D. Fors
          Name: Roger D. Fors
          Title: VP-Private Fixed Income
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
     
By: /s/ Axel Zehren
Name:
Title:
  Axel Zehren
Chief Investment Officer

8

     
UNUM LIFE INSURANCE COMPANY OF AMERICA
By:   Provident Investment Management, LLC, its Agent
    By: /s/ Ben Vance
    Name: Ben Vance
    Title: Managing Director
     
PROVIDENT LIFE AND ACCIDENT INSURANCE COMPANY
By:   Provident Investment Management, LLC, its Agent
    By: /s/ Ben Vance
    Name: Ben Vance
    Title: Managing Director

9

     
PROVIDENT LIFE AND CASUALTY INSURANCE COMPANY
By:   Provident Investment Management, LLC, its Agent
    By: /s/ Ben Vance
    Name: Ben Vance
    Title: Managing Director
     
    HARTFORD LIFE INSURANCE COMPANY  
    By:     Hartford Investment Management Company
          its Agent and Attorney-in-Fact
          By: /s/ Ralph Witt
          Name: Ralph Witt
          Title: Vice President
     
    HARTFORD LIFE AND ANNUITY INSURANCE COMPANY  
    By:     Hartford Investment Management Company
          its Agent and Attorney-in-Fact
          By: /s/ Ralph Witt
          Name: Ralph Witt
          Title: Vice President

10

     
    PHYSICIANS LIFE INSURANCE COMPANY  
    By:     Hartford Investment Management Company
          its Agent and Attorney-in-Fact
          By: /s/ Ralph Witt
          Name: Ralph Witt
          Title: Vice President
USAA LIFE INSURANCE COMPANY
     
By: /s/ John Spear
Name:
Title:
  John Spear
Vice President

CASUALTY INSURANCE COMPANY

     
By: /s/ John Spear
Name:
Title:
  John Spear
Vice President

CATASTROPHE REINSURANCE COMPANY

     
By: /s/ John Spear
Name:
Title:
  John Spear
Vice President

11

12

     
AMERICAN FIDELITY ASSURANCE COMPANY
AMERICAN-AMICABLE LIFE INSURANCE COMPANY OF TEXAS
VANTIS LIFE INSURANCE COMPANY
OCCIDENTAL LIFE INSURANCE COMPANY OF NORTH CAROLINA
AMERICAN REPUBLIC INSURANCE COMPANY
TRUSTMARK INSURANCE COMPANY
BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC.
GUIDEONE SPECIALTY MUTUAL INSURANCE COMPANY
GUIDEONE PROPERTY & CASUALTY INSURANCE COMPANY
CATHOLIC UNITED FINANCIAL
INDUSTRIAL ALLIANCE PACIFIC INSURANCE AND FINANCIAL SERVICES, INC.
MTL INSURANCE COMPANY
FORT DEARBORN LIFE INSURANCE COMPANY
NEW ERA LIFE INSURANCE
By:   Advantus Capital Management, Inc.
    By: /s/ Robert G. Diedrich
    Name: Robert G. Diedrich
    Title: Vice President
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
     
By: /s/ Eve Hampton
Name:
Title:
  Eve Hamptom
VP, Investments

13

     
    By: /s/ Paul Runnalls  
    Name:     Paul Runnalls
    Title:     Manager, Investments
PHOENIX LIFE INSURANCE COMPANY
     
By: /s/ John H. Beers
Name:
Title:
  John H. Beers
Vice President

PHL VARIABLE INSURANCE COMPANY

     
By: /s/ John H. Beers
Name:
Title:
  John H. Beers
Vice President

14

MODERN WOODMEN OF AMERICA

     
By: /s/ Michael E. Dau
Name:
Title:
  Michael E. Dau
Treasurer & Investment Manager

15

THE PHOENIX INSURANCE COMPANY

     
By: /s/ Annette M. Masterson
Name:
Title:
  Annette M. Masterson
Vice President

TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA

     
By: /s/ Annette M. Masterson
Name:
Title:
  Annette M. Masterson
Vice President

16

LIFE INSURANCE COMPANY OF THE SOUTHWEST

     
By: /s/ R. Scott Higgins
Name:
Title:
 
R. Scott Vice President
Senior Vice President
Sentinel Asset Management

17

THE OHIO NATIONAL LIFE INSURANCE COMPANY

     
By: /s/ Jed R. Martin
Name:
Title:
  Jed R. Martin
Vice President, Private Placements

MONTGOMERY RE, INC.

     
By: /s/ Jed R. Martin
Name:
Title:
  Jed R. Martin
Authorized Signer

18

ASSURITY LIFE INSURANCE COMPANY

     
By: /s/ Victor Weber
Name:
Title:
  Victor Weber
Senior Director — Investments

19

     
THE UNION CENTRAL LIFE INSURANCE COMPANY  
By:   Summit Investment Advisors, Inc., as Agent  
    By: /s/ Andrew S. White  
    Name: Andrew S. White  
    Title:     Managing Director - Private Placements
     
AMERITAS LIFE INSURANCE CORP.
By:   Summit Investment Advisors, Inc., as Agent
    By: /s/ Andrew S. White
    Name: Andrew S. White
    Title: Managing Director - Private Placements
     
ACACIA LIFE INSURANCE COMPANY
By:   Summit Investment Advisors, Inc., as Agent
    By: /s/ Andrew S. White
    Name: Andrew S. White
    Title: Managing Director - Private Placements
     
AMERITAS LIFE INSURANCE CORP. – Closed Block  
By:   Summit Investment Advisors, Inc., as Agent  
    By: /s/ Andrew S. White  
    Name: Andrew S. White  
    Title:     Managing Director - Private Placements
SCHEDULE A      
          INFORMATION AS TO PURCHASERS
     
Purchaser Name   THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
Name in which to register Note(s)  
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
   
 
Note Registration Number(s);
Principal Amount(s)
 
RM-1; $70,000,000

   

Payment on account of Note(s)
Method
Account information
 
Federal Funds Wire Transfer
The Bank of New York Mellon
ABA #: 021-000-018
Account # GLA111566
For Credit to: Variable Annuity Life Insurance Co.; Account No.
260735
Ref. “Accompanying Information” below
   
 
Accompanying information  
Name of Company: CHS INC.
Description of Security: 4.52% Series M Senior Notes due June
9, 2021
PPN: 12542R C@7
Due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made:
   
 
Address / Fax # for notices
related to payments
 
The Variable Annuity Life Insurance Company (260735)
c/o AIG Asset Management
2929 Allen Parkway, A36-04
Houston, Texas 77019-2155
Attn: Private Placements — Portfolio Operations
Fax: (713) 831-1072
or
Email: AIGGIGPVTPLACEMENTOPERATIONS@aig.com
Duplicate payment notices to:
   
The Variable Annuity Life Insurance Company (260735)
c/o The Bank of New York Mellon
Attn: P & I Department
Fax: (718) 315-3076
   
 
Address / Fax # for all other
notices
 
The Variable Annuity Life Insurance Company (260735)
c/o AIG Asset Management
2929 Allen Parkway, A36-04
Houston, Texas 77019-2155
Attn: Private Placements — Portfolio Operations
Fax: (713) 831-1072
or
Email: AIGGIGPVTPLACEMENTOPERATIONS@aig.com
With a copy of compliance reporting information to:
   
 
   
AIG Asset Management
2929 Allen Parkway, A36-04
Houston, Texas 77019-2155
Attn: Private Placements — Compliance
Email: Complianceprivateplacements@aig.com
   
 
Instructions re Delivery of Notes  
The Bank of New York Mellon
One Wall Street – 3rd Floor Window — A
New York, N.Y. 10286
Attention: Sammy Yankanah, Phone: (212) 635-7077
Ref: Account Name: The Variable Annuity Life Insurance Company
Account Number: 260735
Cc: rose.dehoyos@aig.com and jon.heiny@aig.com.
Upon receipt of executed versions of the transmittal letter
from the custodian, please forward a copy of the same to
rachel.lewis@aig.com
   
 
Signature Block  
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
By: AIG Asset Management (U.S.) LLC, Investment Adviser
By:     
Name:
   
Title:
   
 
Tax identification number  
74-1625348
   
 
     
Purchaser Name   NEW YORK LIFE INSURANCE COMPANY
Name in which to register Note(s)   NEW YORK LIFE INSURANCE COMPANY
Note Registration Number(s);   RL-1; $27,500,000
Principal Amount(s)    
Payment on account of Note(s)   Federal Funds Wire Transfer
Method   JPMorgan Chase Bank
Account information   New York, New York
    ABA No.: 021-000-021
    Credit: New York Life Insurance Company
    General Account No.: 008-9-00687
    Ref: “Accompanying information” below
Accompanying information   Name of Company: CHS INC.
    Description of Security: 4.08% Series L Senior Notes due June 9,
    2019
   
PPN: 12542R C*9
Due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made:
   
 
Address / Fax # for notices
related to payments
 
New York Life Insurance Company
c/o New York Life Investment Management LLC
51 Madison Avenue
2nd Floor, Room 208
New York, New York 10010-1603
Attention: Securities Operations, Private Group
Fax #: (908) 840-3385
With a copy sent via Email to: FIIGLibrary@nylim.com and
TraditionalPVtOps@nylim.com
   
 
Address / Fax # for all other
notices
 
New York Life Insurance Company
c/o New York Life Investment Management LLC
51 Madison Avenue
2nd Floor, Room 208
New York, New York 10010
Attention: Fixed Income Investors Group, Private Finance
Fax #: (212) 447-4122
With a copy sent via Email to: FIIGLibrary@nylim.com and
TraditionalPVtOps@nylim.com
with a copy of any notices regarding defaults or Events of Default
under the operative documents to:
   
Attention: Office of General Counsel
Investment Section, Room 1016
Fax #: (212) 576-8340
   
 
Instructions re Delivery of Notes  
New York Life Insurance Company
c/o New York Life Investment Management LLC
51 Madison Avenue
New York, New York 10010
Attn: Rebecca Strutton, Esq
   
 
Signature Block  
NEW YORK LIFE INSURANCE COMPANY
By:     
Name:
   
Title:
   
 
Tax identification number  
13-5582869
   
 
     
Purchaser Name   NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
Name in which to register Note(s)   NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
Note Registration Number(s);   RL-2; $38,500,000
Principal Amount(s)    
Payment on account of Note(s)   Federal Funds Wire Transfer
Method   JPMorgan Chase Bank
Account information   New York, New York
    ABA No.: 021-000-021
    Credit: New York Life Insurance and Annuity Corporation
    General Account No.: 323-8-47382
    Ref: “Accompanying information” below
Accompanying information   Name of Company: CHS INC.
    Description of Security: 4.08% Series L Senior Notes due June 9,
    2019
   
PPN: 12542R C*9
Due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made:
   
 
Address / Fax # for notices
related to payments
 
New York Life Insurance and Annuity Corporation
c/o New York Life Investment Management LLC
51 Madison Avenue
2nd Floor, Room 208
New York, New York 10010-1603
Attention: Securities Operations, Private Group
Fax #: (908) 840-3385
With a copy sent via Email to: FIIGLibrary@nylim.com and
TraditionalPVtOps@nylim.com
   
 
Address / Fax # for all other
notices
 
New York Life Insurance and Annuity Corporation
c/o New York Life Investment Management LLC
51 Madison Avenue
2nd Floor, Room 208
New York, New York 10010
Attention: Fixed Income Investors Group, Private Finance
Fax #: (212) 447-4122
With a copy sent via Email to: FIIGLibrary@nylim.com and
TraditionalPVtOps@nylim.com
with a copy of any notices regarding defaults or Events of Default
under the operative documents to:
   
Attention: Office of General Counsel
Investment Section, Room 1016
Fax #: (212) 576-8340
   
 
Instructions re Delivery of Notes  
New York Life Insurance Company
c/o New York Life Investment Management LLC
51 Madison Avenue
New York, New York 10010
Attn: Rebecca Strutton, Esq
   
 
Signature Block  
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
By: New York Life Investment Management LLC,
Its Investment Manager
By:     
Name:
   
Title:
   
 
Tax identification number  
13-3044743
   
 
     
Purchaser Name   NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY
    OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30C)
Name in which to register Note(s)   NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY
    OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30C)
Note Registration Number(s);   RL-3; $3,000,000
Principal Amount(s)    
Payment on account of Note(s)   Federal Funds Wire Transfer
Method   JPMorgan Chase Bank
Account information   New York, New York
    ABA No.: 021-000-021
    Credit: NYLIAC Separate BOLI 30C
    General Account No.: 304-6-23970
    Ref: “Accompanying information” below
Accompanying information   Name of Company: CHS INC.
    Description of Security: 4.08% Series L Senior Notes due June 9,
    2019
   
PPN: 12542R C*9
Due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made:
   
 
Address / Fax # for notices
related to payments
 
New York Life Insurance and Annuity Corporation Institutionally
Owned Life Insurance Separate Account
c/o New York Life Investment Management LLC
51 Madison Avenue, 2nd Floor, Room 208
New York, New York 10010-1603
Attention: Securities Operation Private Group
Fax #: (908) 840-3385
With a copy sent via Email to: FIIGLibrary@nylim.com and
TraditionalPVtOps@nylim.com
   
 
Address / Fax # for all other
notices
 
New York Life Insurance and Annuity Corporation Institutionally
Owned Life Insurance Separate Account
c/o New York Life Investment Management LLC
51 Madison Avenue, 2nd Floor, Room 208
New York, New York 10010-1603
Attention: Fixed Income Investor Group, Private Finance
Fax #: (212) 447-4122
With a copy sent via Email to: FIIGLibrary@nylim.com and
TraditionalPVtOps@nylim.com
with a copy of any notices regarding defaults or Events of Default
under the operative documents to:
   
Attention: Office of General Counsel
Investment Section, Room 1016
Fax #: (212) 576-8340
   
 
Instructions re Delivery of Notes  
New York Life Insurance Company
c/o New York Life Investment Management LLC
51 Madison Avenue
New York, New York 10010
Attn: Rebecca Strutton, Esq
   
 
Signature Block  
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY
OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30C)
By: New York Life Investment Management LLC,
Its Investment Manager
By:     
Name:
   
Title:
   
 
Tax identification number  
13-3044743
   
 
     
Purchaser Name   NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY
    OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2)
Name in which to register Note(s)   NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY
    OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2)
Note Registration Number(s);   RL-4; $1,000,000
Principal Amount(s)    
Payment on account of Note(s)   Federal Funds Wire Transfer
Method   JPMorgan Chase Bank
Account information   New York, New York
    ABA No.: 021-000-021
    Credit: NYLIAC Separate BOLI 3-2
    General Account No.: 323-9-56793
    Ref: “Accompanying information” below
Accompanying information   Name of Company: CHS INC.
    Description of Security: 4.08% Series L Senior Notes due June 9,
    2019
   
PPN: 12542R C*9
Due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made:
   
 
Address / Fax # for notices
related to payments
 
New York Life Insurance and Annuity Corporation Institutionally
Owned Life Insurance Separate Account
c/o New York Life Investment Management LLC
51 Madison Avenue, 2nd Floor, Room 208
New York, New York 10010-1603
Attention: Securities Operation Private Group
Fax #: (908) 840-3385
With a copy sent via Email to: FIIGLibrary@nylim.com and
TraditionalPVtOps@nylim.com
   
 
Address / Fax # for all other
notices
 
New York Life Insurance and Annuity Corporation Institutionally
Owned Life Insurance Separate Account
c/o New York Life Investment Management LLC
51 Madison Avenue, 2nd Floor, Room 208
New York, New York 10010-1603
Attention: Fixed Income Investor Group, Private Finance
Fax #: (212) 447-4122
With a copy sent via Email to: FIIGLibrary@nylim.com and
TraditionalPVtOps@nylim.com
with a copy of any notices regarding defaults or Events of Default
under the operative documents to:
   
Attention: Office of General Counsel
Investment Section, Room 1016
Fax #: (212) 576-8340
   
 
Instructions re Delivery of Notes  
New York Life Insurance Company
c/o New York Life Investment Management LLC
51 Madison Avenue
New York, New York 10010
Attn: Rebecca Strutton, Esq
   
 
Signature Block  
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY
OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2)
By: New York Life Investment Management LLC,
Its Investment Manager
By:     
Name:
   
Title:
   
 
Tax identification number  
13-3044743
   
 

20

     
Purchaser Name   THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
Name in which to register Note(s)  
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
   
 
Note Registration Number(s);
Principal Amount(s)
 
RM-2; $24,000,000
RN-1; $21,000,000
   
 
Payment on account of Note(s)
Method
Account information
 
Federal Funds Wire Transfer
US Bank
777 East Wisconsin Avenue
Milwaukee, WI 53202
ABA #075000022
For the account of: Northwestern Mutual Life
Account No. 182380324521
Ref: “Accompanying Information” below
   
 
Accompanying information  
Name of Company: CHS INC.
Description of Security: 4.52% Series M
Senior Notes due June 9, 2021
PPN: 12542R C@7
Description of Security: 4.67% Series N
Senior Notes due June 9, 2023
PPN: 12542R C#5
Due date and application (as among principal,
interest and Make-Whole Amount) of the
payment being made:
   
 
Address / Fax # for notices
related to payments
 
The Northwestern Mutual Life Insurance Company
720 East Wisconsin Avenue
Milwaukee, WI 53202
Attention: Investment Operations
Email: privates@northwesternmutual.com
   
 
Address / Fax # for all other
notices
 
The Northwestern Mutual Life Insurance Company
720 East Wisconsin Avenue
Milwaukee, WI 53202
Attention: Securities Department
Email: privateinvest@northwesternmutual.com
   
 
Instructions re Delivery of Notes  
The Northwestern Mutual Life Insurance Company
720 East Wisconsin Avenue
Milwaukee, WI 53202
Attention: Anne T. Brower, Law Department
   
 
Signature Block  
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
By:      
Name:
   
Title: Its Authorized Representative
   
 
Tax identification number  
39-0509570
   
 

21

     
Purchaser Name   THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
    FOR ITS GROUP ANNUITY SEPARATE ACCOUNT
Name in which to register Note(s)  
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
FOR ITS GROUP ANNUITY SEPARATE ACCOUNT
   
 
Note Registration Number(s);
Principal Amount(s)
 
RM-3; $1,000,000

   

Payment on account of Note(s)
Method
Account information
 
Federal Funds Wire Transfer
US Bank
777 East Wisconsin Avenue
Milwaukee, WI 53202
ABA #075000022
For the account of: Northwestern Mutual Life-GASA
Account No. 182380324018
Ref: “Accompanying Information” below
   
 
Accompanying information  
Name of Company: CHS INC.
Description of Security: 4.52% Series M Senior
Notes due June 9, 2021
PPN: 12542R C@7
Due date and application (as among principal,
interest and Make-Whole Amount) of the payment
being made:
   
 
Address / Fax # for notices
related to payments
 
The Northwestern Mutual Life Insurance Company for
its Group Annuity Separate Account
720 East Wisconsin Avenue
Milwaukee, WI 53202
Attn: Investment Operations
Email: privates@northwesternmutual.com
   
 
Address / Fax # for all other
notices
 
The Northwestern Mutual Life Insurance Company for
its Group Annuity Separate Account
720 East Wisconsin Avenue
Milwaukee, WI 53202
Attn: Securities Department
Email: privateinvest@northwesternmutual.com
   
 
Instructions re Delivery of Notes  
The Northwestern Mutual Life Insurance Company
720 East Wisconsin Avenue
Milwaukee, WI 53202
Attention: Anne T. Brower, Law Department
   
 
Signature Block  
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
FOR ITS GROUP ANNUITY SEPARATE ACCOUNT
By:     
Name:
   
Its: Authorized Representative
   
 
Tax identification number  
39-0509570
   
 

22

     
Purchaser Name   MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
Name in which to register Note(s)  
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
   
 
Note Registration Number(s);
Principal Amount(s)
 
RM-4; $17,800,000
RN-2; $19,500,000
   

Payment on account of Note(s)
Method
Account information
 
Federal Funds Wire Transfer
Citibank, N.A.
New York, NY
ABA No. 021000089
For MassMutual Co-Owned Account
Account No. 30510685
Ref: “Accompanying Information” below
   
 
Accompanying information  
Name of Company: CHS INC.
Description of Security: 4.52% Series M Senior Notes
due June 9, 2021
PPN: 12542R C@7
Description of Security: 4.67% Series N Senior Notes
due June 9, 2023
PPN: 12542R C#5
Due date and application (as among principal, interest
and Make-Whole Amount) of the payment being made:
   
 
Address / Fax # for notices
related to payments
 
Massachusetts Mutual Life Insurance Company
c/o Babson Capital Management LLC
1500 Main Street, Suite 200
PO Box 15189
Springfield, MA 01115-5189
Attn: Securities Custody and Collection Department
With telephone advice of payment to the Securities
Custody and Collection Department of Babson Capital
Management LLC at (413) 226-1754 or (413) 226-1803.
   
 
Address / Fax # for all other
notices
 
Massachusetts Mutual Life Insurance Company
c/o Babson Capital Management LLC
1500 Main Street, Suite 2200
PO Box 15189
Springfield, MA 01115-5189
Attn: Securities Investment Division
   
 
Instructions re Delivery of Notes  
Massachusetts Mutual Life Insurance Company
c/o Babson Capital Management LLC
1500 Main Street, Suite 2800
Springfield, MA 01115
Attn: Steven J. Katz, Esq.
   
 
Signature Block  
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By: Babson Capital Management LLC
as Investment Adviser
By:     
Name:
   
Title:
   
 
Tax identification number  
04-1590850
   
 

23

     
Purchaser Name   C.M. LIFE INSURANCE COMPANY
Name in which to register Note(s)  
C.M. LIFE INSURANCE COMPANY
   
 
Note Registration Number(s);
Principal Amount(s)
 
RM-5; $1,500,000
RN-3; $1,700,000
   

Payment on account of Note(s)
Method
Account information
 
Federal Funds Wire Transfer
Citibank, N.A.
New York, NY
ABA No. 021000089
For MassMutual Co-Owned Account
Account No. 30510685
Ref: “Accompanying Information” below
   
 
Accompanying information  
Name of Company: CHS INC.
Description of Security: 4.52% Series M Senior Notes
due June 9, 2021
PPN: 12542R C@7
Description of Security: 4.67% Series N Senior Notes
due June 9, 2023
PPN: 12542R C#5
Due date and application (as among principal, interest
and Make-Whole Amount) of the payment being made:
   
 
Address / Fax # for notices
related to payments
 
C.M. Life Insurance Company
c/o Babson Capital Management LLC
1500 Main Street, Suite 200
PO Box 15189
Springfield, MA 01115-5189
Attn: Securities Custody and Collection Department
With telephone advice of payment to the Securities
Custody and Collection Department of Babson Capital
Management LLC at (413) 226-1754 or (413) 226-1803.
   
 
Address / Fax # for all other
notices
 
C.M. Life Insurance Company
c/o Babson Capital Management LLC
1500 Main Street, Suite 2200
PO Box 15189
Springfield, MA 01115-5189
Attn: Securities Investment Division
   
 
Instructions re Delivery of Notes  
C.M. Life Insurance Company
c/o Babson Capital Management LLC
1500 Main Street, Suite 2800
Springfield, MA 01115
Attn: Steven J. Katz, Esq.
   
 
Signature Block  
C.M. LIFE INSURANCE COMPANY
By: Babson Capital Management LLC
as Investment Adviser
By:     
Name:
   
Title:
   
 
Tax identification number  
06-1041383
   
 

24

     
Purchaser Name   MASSMUTUAL ASIA LIMITED
Name in which to register Note(s)  
GERLACH & CO.
   
 
Note Registration Number(s);
Principal Amount(s)
 
RM-6; $700,000
RN-4; $800,000
   

Payment on account of Note(s)
Method
Account information
 
Federal Funds Wire Transfer
Gerlach & Co.
c/o Citibank, N.A.
ABA Number 021000089
Concentration Account 36112805
Attn: Judy Rock
FFC: MassMutual Asia 849195
Ref: “Accompanying Information” below
   
 
Accompanying information  
Name of Company: CHS INC.
Description of Security: 4.52% Series M Senior Notes
due June 9, 2021
PPN: 12542R C@7
Description of Security: 4.67% Series N Senior Notes
due June 9, 2023
PPN: 12542R C#5
Due date and application (as among principal, interest
and Make-Whole Amount) of the payment being made:
   
 
Address / Fax # for notices
related to payments
 
MassMutual Asia Limited
c/o Babson Capital Management LLC
1500 Main Street, Suite 200
Springfield, MA 01115
Attn: Securities Custody and Collection Department
With telephone advice of payment to the Securities
Custody and Collection Department of Babson Capital
Management LLC at (413) 226-1803 or (413) 226-1889.
   
 
Address / Fax # for all other
notices
 
MassMutual Asia Limited
c/o Babson Capital Management LLC
1500 Main Street
Springfield, MA 01115
Attn: Securities Investment Division
Send Corporate Action Notice to:
   
Citigroup Global Securities Services
Attn: Corporate Action Dept
3800 Citibank Center Tampa
Building B Floor 3
Tampa, FL 33610-9122
   
 
Instructions re Delivery of Notes  
Citibank NA
399 Park Avenue
Level B Vault
New York, NY 10022
Acct. #849195
   
 
Signature Block  
MASSMUTUAL ASIA LIMITED
By: Babson Capital Management LLC
as Investment Adviser
By:     
Name:
   
Title:
   
 
Tax identification number  
N/A
   
 

25

     
Purchaser Name   AVIVA LIFE AND ANNUITY COMPANY
Name in which to register Note(s)   HARE & CO.
Note Registration Number(s);   RL-5; $8,000,000
Principal Amount(s)   RN-5; $12,000,000
Payment on account of Note(s)   Federal Funds Wire Transfer
Method   The Bank of New York
Account information   New York, NY
    ABA #021000018
    Credit A/C# GLA111566
    A/C Name: Institutional Custody Insurance Division
    Custody Account Name: Aviva Life and Annuity Co-Annuity
    Custody Account Number: 010048
    Ref: “Accompanying Information” below
Accompanying information   Name of Company: CHS INC.
    Description of Security: 4.08% Series L Senior Notes due June 9,
    2019
   
PPN: 12542R C*9
Description of Security: 4.67% Series N Senior Notes due June 9,
2023
PPN: 12542R C#5
Due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made:
   
 
Address / Email for all Notices,  
PREFERRED REMITTANCE:
including Financials, Compliance
and Requests
 
privateplacements@avivainvestors.com

Aviva Life and Annuity Company
c/o Aviva Investors North America, Inc.
215 10th Street, Suite 1000
Des Moines, IA 50309
Attn: Private Fixed Income Dept.
   
 
Instructions re Delivery of Notes  
The Bank of New York
One Wall Street, 3rd Floor
Window A
New York, NY 10286
FAO: Aviva Life and Annuity Co-Annuity, A/C #010048
   
 
Signature Block  
AVIVA LIFE AND ANNUITY COMPANY
By: Aviva Investors North America, Inc.,
Its authorized attorney-in-fact
By:     
Name:
   
Title:
   
 
Tax identification number  
42-0175020 (Aviva Life and Annuity Company
13-6062916 (Hare & Co.)
   
 

26

     
Purchaser Name   AVIVA LIFE AND ANNUITY COMPANY
Name in which to register Note(s)  
HARE & CO.
   
 
Note Registration Number(s);
Principal Amount(s)
 
RO-1; $17,000,000

   

Payment on account of Note(s)
Method
Account information
 
Federal Funds Wire Transfer
The Bank of New York
New York, NY
ABA #021000018
Credit A/C# GLA111566
A/C Name: Institutional Custody Insurance Division
Custody Account Name: ALA Custody
Custody Account Number: 010041
Ref: “Accompanying Information” below
   
 
Accompanying information  
Name of Company: CHS INC.
Description of Security: 4.82% Series O Senior
Notes due June 9, 2026
PPN: 12542R D*8
Due date and application (as among principal,
interest and Make-Whole Amount) of the payment
being made:
   
 
Address / Fax # for notices  
PREFERRED REMITTANCE:
related to payments  
privateplacements@avivainvestors.com
   
 
   
Aviva Life and Annuity Company
c/o Aviva Investors North America, Inc.
215 10th Street, Suite 1000
Des Moines, IA 50309
Attn: Private Fixed Income Dept.
   
 
Instructions re Delivery of Notes  
The Bank of New York
One Wall Street, 3rd Floor
Window A
New York, NY 10286
FAO: ALA Custody, A/C #010041
   
 
Signature Block  
AVIVA LIFE AND ANNUITY COMPANY
By: Aviva Investors North America, Inc.,
Its authorized attorney-in-fact
By:     
Name:
   
Title:
   
 
Tax identification number  
42-0175020 (Aviva Life and Annuity Company
13-6062916 (Hare & Co.)
   
 

27

     
Purchaser Name   ROYAL NEIGHBORS OF AMERICA
Name in which to register Note(s)  
ELL & CO.
   
 
Note Registration Number(s);
Principal Amount(s)
 
RO-2; $3,000,000

   

Payment on account of Note(s)
Method
Account information
 
Federal Funds Wire Transfer
Northern Chgo/Trust
ABA #071000152
Credit wire account 5186041000
F/C 26-73769/Royal Neighbors
Ref: INC/DIVR and “Accompanying Information” below
   
 
Accompanying information  
Name of Company: CHS INC.
Description of Security: 4.82% Series O Senior
Notes due June 9, 2026
PPN: 12542R D*8
Due date and application (as among principal,
interest and Make-Whole Amount) of the payment
being made:
   
 
Address / Fax # for notices  
PREFERRED REMITTANCE:
related to payments  
Ell & Co.
c/o Northern Trust Co.
P.O.Box 92395
Chicago, IL 60675
With a copy to:
   
privateplacements@avivainvestors.com
   
 
   
Royal Neighbors of America
c/o Aviva Investors North America, Inc.
215 10th Street, Suite 1000
Des Moines, IA 50309
Attn: Private Fixed Income Dept.
   
 
Address / Fax # for all other  
PREFERRED REMITTANCE:
notices  
privateplacements@avivainvestors.com
   
 
   
Royal Neighbors of America
c/o Aviva Investors North America, Inc.
215 10th Street, Suite 1000
Des Moines, IA 50309
Attn: Private Fixed Income Dept
   
 
Instructions re Delivery of Notes  
Northern Trust Co. NY
Harborside Financial Center Co.
Suite 1401
3 Second St.
Jersey City, NJ 07311
   
 
Signature Block  
ROYAL NEIGHBORS OF AMERICA
By: Aviva Investors North America, Inc.,
Its authorized attorney-in-fact
By:     
Name:
   
Title:
   
 
Tax identification number  
36-1711198 (Royal Neighbors of America)
36-6412623 (Ell & Co.)
   
 
     
Purchaser Name   ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Name in which to register Note(s)  
MAC & CO.
   
 
Note Registration Number(s);
Principal Amount(s)
 
RN-6; $17,000,000
RO-3; $20,000,000
   

Payment on account of Note(s)
Method
Account information
 
Federal Funds Wire Transfer
MAC & CO.
The Bank of New York Mellon
ABA # 011001234
BNY Mellon Account No. ***
DDA 125261
Cost Center 1253
For Credit to Portfolio Account: AZL Special Investments ***
Ref: “Accompanying Information” below
   
 
Accompanying information  
Name of Company: CHS INC.
Description of Security: 4.67% Series N Senior Notes due June
9, 2023
PPN: 12542R C#5
Description of Security: 4.82% Series O Senior Notes due June
9, 2026
PPN: 12542R D*8
Due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made:
   
 
Address / Fax # for notices
related to payments
 
Allianz Life Insurance Company of North America
c/o Allianz of America, Inc.
Attn: Private Placements
55 Greens Farms Road
P.O. Box 5160
Westport, Connecticut 06881-5160
Phone: 203-221-8580
Fax: 203-221-8539
Email: PrivatePlacements@azoa.com
   
 
   
With a copy to:
   
 
   
Kathy Muhl
Supervisor – Income Group
The Bank of New York Mellon
Three Mellon Center – Room 153-1818
Pittsburgh, Pennsylvania 15259
Phone: 412-234-5192
Fax: 412-236-0800
Email: Kathy.muhl@bnymellon.com
   
 
Address / Fax # for all other
notices
 
Allianz Life Insurance Company of North America
c/o Allianz of America, Inc.
Attn: Private Placements
55 Greens Farms Road
P.O. Box 5160
Westport, Connecticut 06881-5160
Phone: 203-221-8580
Fax: 203-221-8539
Email: PrivatePlacements@azoa.com
   
 
Instructions re Delivery of Notes  
Mellon Securities Trust Company
One Wall Street
3rd Floor Receive Window C
New York, NY 10286
For Credit to: Allianz Life Insurance Company of North America,
AZL Special Investments ***
   

Signature Block  
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
By:      
Name:
   
Title:
   
 
Tax identification number  
41-1366075
   
 
     
Purchaser Name   UNUM LIFE INSURANCE COMPANY OF AMERICA
Name in which to register Note(s)  
CUDD & CO.
   
 
Note Registration Number(s);
Principal Amount(s)
 
RO-4; $10,000,000

   

Payment on account of Note(s)
Method
Account information
 
Federal Funds Wire Transfer
CUDD & CO.
c/o JPMorgan Chase Bank
New York, NY
ABA # 021-000-021
Attn: SSG Private Income Processing
A/C: 900-9-000200
Custodial Account # G08287
Ref: “Accompanying Information” below
   
 
Accompanying information  
Name of Company: CHS INC.
Description of Security: 4.82% Series O Senior Notes due
June 9, 2026
PPN: 12542R D*8
Due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made:
   
 
Address / Fax # for notices
related to payments
 
Unum Life Insurance Company of America
c/o Provident Investment Management, LLC
One Fountain Square
Chattanooga, TN 37402
Attn: Private Placements
Fax: 423-294-3351
Email: PrivateCompliance@unum.com
   
 
Address / Fax # for all other
notices
 
Unum Life Insurance Company of America
c/o Provident Investment Management, LLC
One Fountain Square
Chattanooga, TN 37402
Attn: Private Placements
Fax: 423-294-3351
Email: PrivateCompliance@unum.com
   
 
Instructions re Delivery of Notes  
JP Morgan Chase Bank, N.A.
4 Chase Metrotech Center, 3rd Floor
Brooklyn, NY 11245-0001
Attn: Physical Receive Dept
Ref: Unum Life Insurance Company of America, Account # G08287
   
 
Signature Block  
UNUM LIFE INSURANCE COMPANY OF AMERICA
By: Provident Investment Management, LLC, its Agent
By—
Name:
   
Title:
   
 
Tax identification number  
13-6022143
   
 

28

     
Purchaser Name   PROVIDENT LIFE AND ACCIDENT INSURANCE COMPANY
Name in which to register Note(s)  
CUDD & CO.
   
 
Note Registration Number(s);
Principal Amount(s)
 
RO-5; $10,000,000

   

Payment on account of Note(s)
Method
Account information
 
Federal Funds Wire Transfer
CUDD & CO.
c/o JPMorgan Chase Bank
New York, NY
ABA # 021-000-021
Attn: SSG Private Income Processing
A/C: 900-9-000200
Custodial Account # G06704
Ref: “Accompanying Information” below
   
 
Accompanying information  
Name of Company: CHS INC.
Description of Security: 4.82% Series O Senior
Notes due June 9, 2026
PPN: 12542R D*8
Due date and application (as among principal,
interest and Make-Whole Amount) of the payment
being made:
   
 
Address / Fax # for notices
related to payments
 
Provident Life and Accident Insurance Company
c/o Provident Investment Management, LLC
One Fountain Square
Chattanooga, TN 37402
Attn: Private Placements
Fax: 423-294-3351
Email: PrivateCompliance@unum.com
   
 
Address / Fax # for all other
notices
 
Provident Life and Accident Insurance Company
c/o Provident Investment Management, LLC
One Fountain Square
Chattanooga, TN 37402
Attn: Private Placements
Fax: 423-294-3351
Email: PrivateCompliance@unum.com
   
 
Instructions re Delivery of Notes  
JP Morgan Chase Bank, N.A.
4 Chase Metrotech Center, 3rd Floor
Brooklyn, NY 11245-0001
Attn: Physical Receive Dept
Ref: Provident Life and Accident Insurance
Company, Account # G06704
   
 
Signature Block  
PROVIDENT LIFE AND ACCIDENT INSURANCE COMPANY
By: Provident Investment Management, LLC, its Agent
By—
Name:
   
Title:
   
 
Tax identification number  
13-6022143
   
 
     
Purchaser Name   PROVIDENT LIFE AND CASUALTY INSURANCE COMPANY
Name in which to register Note(s)   CUDD & CO.
Note Registration Number(s);   RO-6; $10,000,000
Principal Amount(s)    
Payment on account of Note(s)   Federal Funds Wire Transfer
Method   CUDD & CO.
Account information   c/o JPMorgan Chase Bank
    New York, NY
    ABA # 021-000-021
    Attn: SSG Private Income Processing
    A/C: 900-9-000200
    Custodial Account # ***
    Ref: “Accompanying Information” below
Accompanying information   Name of Company: CHS INC.
    Description of Security: 4.82% Series O Senior Notes due June 9,
    2026
   
PPN: 12542R D*8
Due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made:
   
 
Address / Fax # for notices
related to payments
 
Provident Life and Casualty Insurance Company
c/o Provident Investment Management, LLC
One Fountain Square
Chattanooga, TN 37402
Attn: Private Placements
Fax: 423-294-3351
Email: PrivateCompliance@unum.com
   
 
Address / Fax # for all other
notices
 
Provident Life and Casualty Insurance Company
c/o Provident Investment Management, LLC
One Fountain Square
Chattanooga, TN 37402
Attn: Private Placements
Fax: 423-294-3351
Email: PrivateCompliance@unum.com
   
 
Instructions re Delivery of Notes  
JP Morgan Chase Bank, N.A.
4 Chase Metrotech Center, 3rd Floor
Brooklyn, NY 11245-0001
Attn: Physical Receive Dept
Ref: Provident Life and Casualty Insurance Company, Account # ***
   
 
Signature Block  
PROVIDENT LIFE AND CASUALTY INSURANCE COMPANY
By: Provident Investment Management, LLC, its Agent
By—
Name:
   
Title:
   
 
Tax identification number  
13-6022143
   
 

29

     
Purchaser Name   HARTFORD LIFE INSURANCE COMPANY
Name in which to register Note(s)   HARTFORD LIFE INSURANCE COMPANY
Note Registration Number(s);   RL-6; $5,000,000
Principal Amount(s)   RL-7; $5,000,000
Payment on account of Note(s)   Federal Funds Wire Transfer
Method   JP Morgan Chase
Account Information   4 New York Plaza
    New York New York 10004
    Bank ABA No.: 021000021
    Chase NYC/Cust
    A/C # 900-9-000200 for F/C/T G06616-LSO-B
    Attn: Bond Interest /Principal - and“Accompanying Information” below
Accompanying Information   Name of Company: CHS INC.
    Description of Security: 4.08% Series L Senior Notes due June 9,
    2019
   
PPN: 12542R C*9
Due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made:
   
 
Address / Fax # for notices related
to payments
 
Hartford Investment Management Company
c/o Portfolio Support
55 Farmington Avenue
Hartford, CT 06105
Fax: 860-297-8875/8876
   

Address / Fax # for all other notices  
Hartford Investment Management Company
c/o Investment Department – Private Placements
55 Farmington Avenue
Hartford, CT 06105
Fax: 860-297-8884
   
 
Instructions re: delivery of Notes  
JP Morgan Chase Bank, N.A.
4 Chase Metrotech Center, 3rd Floor
Brooklyn, NY 11245-0001
Attn: Physical Receive Dept.
Custody Account Number: G06616-LSO-B (must appear on outside of
envelope)
   
 
Form signature block  
HARTFORD LIFE INSURANCE COMPANY
By: Hartford Investment Management Company
its Agent and Attorney-in-Fact
By:     
Name:
   
Title:
   
 
Tax Identification Number  
06-0974148
   
 

30

     
Purchaser Name   HARTFORD LIFE INSURANCE COMPANY
Name in which to register Note(s)   HARTFORD LIFE INSURANCE COMPANY
Note Registration Number(s);   RL-8; $5,000,000
Principal Amount(s)   RL-9; $2,000,000
Payment on account of Note(s)   Federal Funds Wire Transfer
Method   JP Morgan Chase
Account Information   4 New York Plaza
    New York New York 10004
    Bank ABA No.: 021000021
    Chase NYC/Cust
    A/C # 900-9-000200 for F/C/T G06607-LGA-B
    Attn: Bond Interest /Principal - and“Accompanying Information” below
Accompanying Information   Name of Company: CHS INC.
    Description of Security: 4.08% Series L Senior Notes due June 9,
    2019
   
PPN: 12542R C*9
Due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made:
   
 
Address / Fax # for notices related
to payments
 
Hartford Investment Management Company
c/o Portfolio Support
55 Farmington Avenue
Hartford, CT 06105
Fax: 860-297-8875/8876
   

Address / Fax # for all other notices  
Hartford Investment Management Company
c/o Investment Department – Private Placements
55 Farmington Avenue
Hartford, CT 06105
Fax: 860-297-8884
   
 
Instructions re: delivery of Notes  
JP Morgan Chase Bank, N.A.
4 Chase Metrotech Center, 3rd Floor
Brooklyn, NY 11245-0001
Attn: Physical Receive Dept.
Custody Account Number: G06607-LGA-B (must appear on outside of
envelope)
   
 
Form signature block  
HARTFORD LIFE INSURANCE COMPANY
By: Hartford Investment Management Company
its Agent and Attorney-in-Fact
By:     
Name:
   
Title:
   
 
Tax Identification Number  
06-0974148
   
 

31

     
Purchaser Name   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
Name in which to register Note(s)   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
Note Registration Number(s);   RL-10; $5,000,000
Principal Amount(s)   RL-11; $1,000,000
Payment on account of Note(s)   Federal Funds Wire Transfer
Method   JP Morgan Chase
Account Information   4 New York Plaza
    New York New York 10004
    Bank ABA No.: 021000021
    Chase NYC/Cust
    A/C # 900-9-000200 for F/C/T G06583-ILA-B
    Attn: Bond Interest /Principal - and“Accompanying Information” below
Accompanying Information   Name of Company: CHS INC.
    Description of Security: 4.08% Series L Senior Notes due June 9,
    2019
   
PPN: 12542R C*9
Due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made:
   
 
Address / Fax # for notices related
to payments
 
Hartford Investment Management Company
c/o Portfolio Support
55 Farmington Avenue
Hartford, CT 06105
Fax: 860-297-8875/8876
   

Address / Fax # for all other notices  
Hartford Investment Management Company
c/o Investment Department – Private Placements
55 Farmington Avenue
Hartford, CT 06105
Fax: 860-297-8884
   
 
Instructions re: delivery of Notes  
JP Morgan Chase Bank, N.A.
4 Chase Metrotech Center, 3rd Floor
Brooklyn, NY 11245-0001
Attn: Physical Receive Dept.
Custody Account Number: G06583-ILA-B (must appear on outside of
envelope)
   
 
Form signature block  
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
By: Hartford Investment Management Company
its Agent and Attorney-in-Fact
By:     
Name:
   
Title:
   
 
Tax Identification Number  
39-1052598
   
 
     
Purchaser Name   PHYSICIANS LIFE INSURANCE COMPANY
Name in which to register Note(s)   ELL & CO.
Note Registration Number(s);   RL-12; $500,000
Principal Amount(s)    
Payment on account of Note(s)   Federal Funds Wire Transfer
Method   The Northern Trust Company
Account Information   ABA #071000152
    Account 5186041000
    F/C/T Physicians Life Insurance Company - ***
    Ref: INC/DIV and “Accompanying Information” below
Accompanying Information   Name of Company: CHS INC.
    Description of Security: 4.08% Series L Senior Notes due June 9,
    2019
   
PPN: 12542R C*9
Due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made:
   
 
Address / Fax # for notices related
to payments
 
Physicians Life Insurance Company
2600 Dodge St.
Omaha, NE 68131
Attn: Steven Scanlon
Fax: 402-633-1096
   
 
Address / Fax # for all other notices  
Hartford Investment Management Company
c/o Investment Department – Private Placements
55 Farmington Avenue
Hartford, CT 06105
Fax: 860-297-8884
   
 
Instructions re: delivery of Notes  
Northern Trust Company of New York
Harborside Financial Center 10, Ste. 1401
3 Second Street
Jersey City, NJ 07311
Re: Northern Acct # *** — Physicians Life Insurance Company
   
 
Form signature block  
PHYSICIANS LIFE INSURANCE COMPANY
By: Hartford Investment Management Company
its Investment Manager
By:     
Name:
   
Title:
   
 
Tax Identification Number  
47-0529583
   
 
     
Purchaser Name   PHYSICIANS LIFE INSURANCE COMPANY
Name in which to register Note(s)   ELL & CO.
Note Registration Number(s);   RL-13; $500,000
Principal Amount(s)    
Payment on account of Note(s)   Federal Funds Wire Transfer
Method   The Northern Trust Company
Account Information   ABA #071000152
    Account 5186041000
    F/C/T Physicians Life Insurance Company - 26-27103-QPL
    Ref: INC/DIV and “Accompanying Information” below
Accompanying Information   Name of Company: CHS INC.
    Description of Security: 4.08% Series L Senior Notes due June 9,
    2019
   
PPN: 12542R C*9
Due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made:
   
 
Address / Fax # for notices related
to payments
 
Physicians Life Insurance Company
2600 Dodge St.
Omaha, NE 68131
Attn: Steven Scanlon
Fax: 402-633-1096
   
 
Address / Fax # for all other notices  
Hartford Investment Management Company
c/o Investment Department – Private Placements
55 Farmington Avenue
Hartford, CT 06105
Fax: 860-297-8884
   
 
Instructions re: delivery of Notes  
Northern Trust Company of New York
Harborside Financial Center 10, Ste. 1401
3 Second Street
Jersey City, NJ 07311
Re: Northern Acct #26-27103 — Physicians Life Insurance Company
   
 
Form signature block  
PHYSICIANS LIFE INSURANCE COMPANY
By: Hartford Investment Management Company
its Investment Manager
By:     
Name:
   
Title:
   
 
Tax Identification Number  
47-0529583
   
 

32

     
Purchaser Name   USAA LIFE INSURANCE COMPANY
Name in which to register Note(s)   ELL & CO.
Note Registration Number(s);   RL-14; $12,000,000
Principal Amount(s)    
Payment on account of Note(s)   Federal Funds Wire Transfer
Method   Northern Chgo/Trust
Account information   ABA#071000152
    Credit Wire Account # 5186041000
    26-11042/ Life Company
    Ref: “Accompanying Information” below
Accompanying information   Name of Company: CHS INC.
    Description of Security: 4.08% Series L Senior Notes due June 9,
    2019
   
PPN: 12542R C*9
Due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made:
   
 
Address / Fax # for notices
related to payments
 
Ell & Co
c/o Northern Trust Company
PO Box 92395
Chicago, IL 60675-92395
Attn: Income Collections
Please include the cusip and shares/par for the dividend/interest
payment
   
 
Address / Fax # for all other
notices
 
John Spear
VP Insurance Portfolios
9800 Fredericksburg Road
San Antonio, TX 78288
(210) 498-8661
   
 
Instructions re Delivery of Notes  
Northern Trust Company of New York
Account: 26-11042
Harborside Financial Center 10, Ste. 1401
3 Second Street
Jersey City, NJ 07311
   
 
Signature Block  
USAA LIFE INSURANCE COMPANY
By:     
Name:
   
Title:
   
 
Tax identification number  
74-1472662
   
 
     
Purchaser Name   CASUALTY INSURANCE COMPANY
Name in which to register Note(s)   ELL & CO.
Note Registration Number(s);   RL-15; $5,000,000
Principal Amount(s)    
Payment on account of Note(s)   Federal Funds Wire Transfer
Method   Northern Chgo/Trust
Account information   ABA#071000152
    Credit Wire Account # 5186041000
    *** / CIC
    Ref: “Accompanying Information” below
Accompanying information   Name of Company: CHS INC.
    Description of Security: 4.08% Series L Senior Notes due June 9,
    2019
   
PPN: 12542R C*9
Due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made:
   
 
Address / Fax # for notices
related to payments
 
Ell & Co
c/o Northern Trust Company
PO Box 92395
Chicago, IL 60675-92395
Attn: Income Collections
Please include the cusip and shares/par for the dividend/interest
payment
   
 
Address / Fax # for all other
notices
 
Donna Baggerly
VP Insurance Portfolios
9800 Fredericksburg Road
San Antonio, TX 78288
(210) 498-8661
   
 
Instructions re Delivery of Notes  
Northern Trust Company of New York
Harborside Financial Center 10, Ste. 1401
3 Second Street
Jersey City, NJ 07311
Ref: Account *** / CIC
   
 
Signature Block  
CASUALTY INSURANCE COMPANY
By:     
Name:
   
Title:
   
 
Tax identification number  
20-3019540
   
 

33

     
Purchaser Name   CATASTROPHE REINSURANCE COMPANY
Name in which to register Note(s)   ELL & CO.
Note Registration Number(s);   RL-16; $3,000,000
Principal Amount(s)    
Payment on account of Note(s)   Federal Funds Wire Transfer
Method   Northern Chgo/Trust
Account information   ABA#071000152
    Credit Wire Account # 5186041000
    *** / CRC
    Ref: “Accompanying Information” below
Accompanying information   Name of Company: CHS INC.
    Description of Security: 4.08% Series L Senior Notes due June 9,
    2019
   
PPN: 12542R C*9
Due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made:
   
 
Address / Fax # for notices
related to payments
 
Ell & Co
c/o Northern Trust Company
PO Box 92395
Chicago, IL 60675-92395
Attn: Income Collections
Please include the cusip and shares/par for the dividend/interest
payment
   
 
Address / Fax # for all other
notices
 
Donna Baggerly
VP Insurance Portfolios
9800 Fredericksburg Road
San Antonio, TX 78288
(210) 498-8661
   
 
Instructions re Delivery of Notes  
Northern Trust Company of New York
Harborside Financial Center 10, Ste. 1401
3 Second Street
Jersey City, NJ 07311
Ref: Account *** / CRC
   
 
Signature Block  
CATASTROPHE REINSURANCE COMPANY
By:     
Name:
   
Title:
   
 
Tax identification number  
20-4729999
   
 
     
Purchaser Name   AMERICAN FIDELITY ASSURANCE COMPANY
Name in which to register Note(s)   FFB REGISTRATION
Note Registration Number(s);   RO-7; $1,800,000
Principal Amount(s)    
Payment on account of Note(s)   Federal Funds Wire Transfer
Method   First Fidelity Bank, N.A.
Account Information   ABA #103002691
    Account name: InvesTrust
    Acct #: 2000528686
    FFC: American Fidelity Assurance Company
    Account #: 52010414
    Attn: Debbie Sinard (405) 843-7177
    Ref: “Accompanying Information” below
Accompanying Information   Name of Company: CHS INC.
    Description of Security: 4.82% Series O Senior Notes due June 9,
    2026
   
PPN: 12542R D*8
Due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made:
   
 
Address / Fax # for notices related
to payments
 
American Fidelity Assurance Company
c/o Advantus Capital Management, Inc.
400 Robert Street North
St. Paul, MN 55101
Attn: Client Administrator
   
 
Address / Fax # for all other notices  
American Fidelity Assurance Company
c/o Advantus Capital Management, Inc.
400 Robert Street North
St. Paul, MN 55101
Attn: Client Administrator
   
 
Instructions re: delivery of Notes  
InvesTrust
5101 N Classen Suite 620
Oklahoma City OK 73118
Account Name: American Fidelity Assurance Company
Account Number: 52010414
Contact: Trust Op
Tel: 405-843-7177
   
 
Form signature block  
AMERICAN FIDELITY ASSURANCE COMPANY
By: Advantus Capital Management, Inc.
By:      
Name:
   
Title:
   
 
Tax Identification Number  
73-0714500
   
 

34

     
Purchaser Name   AMERICAN-AMICABLE LIFE INSURANCE COMPANY OF TEXAS
Name in which to register Note(s)  
WELLS FARGO BANK N.A. FBO AMERICAN-AMICABLE LIFE INSURANCE COMPANY
OF TEXAS
   
 
Note Registration Number(s);
Principal Amount(s)
 
RO-8; $1,800,000

   

Payment on account of Note(s)
Method
Account Information
 
Federal Funds Wire Transfer
Wells Fargo Bank N.A.
ABA #: 121000248
BNFA: 0000840245 (must use all 10 digits)
Beneficiary Acct Name: Trust Wire Clearing
Wells Fargo Acct Name: American-Amicable Life Insurance Company of
Texas
Wells Fargo Acct Number: 24004700
Attn: Duane Johnson (612) 667-6723
Ref: “Accompanying Information” below.
   
 
Accompanying Information  
Name of Company: CHS INC.
Description of Security: 4.82% Series O Senior Notes due June 9,
2026
PPN: 12542R D*8
Due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made:
   
 
Address / Fax # for notices related
to payments
 
American-Amicable Life Insurance Company of Texas
c/o Advantus Capital Management, Inc.
400 Robert Street North
St. Paul, MN 55101
Attn: Client Administrator
   
 
Address / Fax # for all other notices  
American-Amicable Life Insurance Company of Texas
c/o Advantus Capital Management, Inc.
400 Robert Street North
St. Paul, MN 55101
Attn: Client Administrator
   
 
Instructions re: delivery of Notes  
Wells Fargo — Investment Mgr Relations
733 Marquette Ave. 3rd Floor
MAC N9306-036
Minneapolis, MN 55479
Account Name: American-Amicable Life Insurance Company of Texas,
Account Number: : 24004700
Attn: Duane Johnson (612) 667-6723
   
 
Form signature block  
AMERICAN-AMICABLE LIFE INSURANCE COMPANY OF TEXAS
By: Advantus Capital Management, Inc.
By:      
Name:
   
Title:
   
 
Tax Identification Number  
74-2179909
   
 

35

     
Purchaser Name   VANTIS LIFE INSURANCE COMPANY
Name in which to register Note(s)   HARE & CO.
Note Registration Number(s);   RM-7; $1,500,000
Principal Amount(s)    
Payment on account of Note(s)   Federal Funds Wire Transfer
Method   The Bank of New York Mellon
Account Information   ABA#: 021 000 018
    GLA: 111566
    ACCT#: 906930
    ACCT Name: People’s United Bank
    Ref: “Accompanying Information” below.
Accompanying Information   Name of Company: CHS INC.
    Description of Security: 4.52% Series M Senior Notes due June 9,
    2021
   
PPN: 12542R C@7
Due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made:
   
 
Address / Fax # for notices related
to payments
 
Vantis Life Insurance Company
c/o Advantus Capital Management, Inc.
400 Robert Street North
St. Paul, MN 55101
Attn: Client Administrator
   
 
Address / Fax # for all other notices  
Vantis Life Insurance Company
c/o Advantus Capital Management, Inc.
400 Robert Street North
St. Paul, MN 55101
Attn: Client Administrator
   
 
Instructions re: delivery of Notes  
The Bank of New York Mellon
One Wall Street 5th Floor
New York, NY 10286
Attn: Free Receive Dept.
Acct Name: Vantis Life Insurance Company, Acct #90630
   
 
Form signature block  
VANTIS LIFE INSURANCE COMPANY
By: Advantus Capital Management, Inc.
By:      
Name:
   
Title:
   
 
Tax Identification Number  
06-0523876
   
 

36

     
Purchaser Name   OCCIDENTAL LIFE INSURANCE COMPANY OF NORTH CAROLINA
Name in which to register Note(s)  
WELLS FARGO BANK N.A. FBO OCCIDENTAL LIFE INSURANCE COMPANY OF
NORTH CAROLINA
   
 
Note Registration Number(s);
Principal Amount(s)
 
RO-9; $1,400,000

   

Payment on account of Note(s)
Method
Account Information
 
Federal Funds Wire Transfer
Wells Fargo Bank N.A.
ABA #: 121000248
BNFA: 0000840245 (must use all 10 digits)
Beneficiary Acct Name: Trust Wire Clearing
Wells Fargo Acct Name: Occidental Life Insurance Company of North
Carolina
Wells Fargo Acct Number: 24005000
Attn: Duane Johnson (612) 667-6723
Ref: “Accompanying Information” below.
   
 
Accompanying Information  
Name of Company: CHS INC.
Description of Security: 4.82% Series O Senior Notes due June 9,
2026
PPN: 12542R D*8
Due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made:
   
 
Address / Fax # for notices related
to payments
 
Occidental Life Insurance Company of North Carolina
c/o Advantus Capital Management, Inc.
400 Robert Street North
St. Paul, MN 55101
Attn: Client Administrator
   
 
Address / Fax # for all other notices  
Occidental Life Insurance Company of North Carolina
c/o Advantus Capital Management, Inc.
400 Robert Street North
St. Paul, MN 55101
Attn: Client Administrator
   
 
Instructions re: delivery of Notes  
Wells Fargo — Investment Mgr Relations
733 Marquette Ave. 3rd Floor
MAC N9306-036
Minneapolis, MN 55479
Account Name: Occidental Life Insurance Company of North Carolina,
Account Number: : 24005000
Attn: Duane Johnson (612) 667-6723
   
 
Form signature block  
OCCIDENTAL LIFE INSURANCE COMPANY OF NORTH CAROLINA
By: Advantus Capital Management, Inc.
By:      
Name:
   
Title:
   
 
Tax Identification Number  
56-0343440
   
 

37

     
Purchaser Name   AMERICAN REPUBLIC INSURANCE COMPANY
Name in which to register Note(s)  
WELLS FARGO BANK N.A. AS CUSTODIAN FOR AMERICAN REPUBLIC INSURANCE
COMPANY
   
 
Note Registration Number(s);
Principal Amount(s)
 
RL-17; $1,300,000

   

Payment on account of Note(s)
Method
Account Information
 
Federal Funds Wire Transfer
Wells Fargo Bank N.A.
ABA #: 121000248
BNFA: 0000840245 (must use all 10 digits)
Beneficiary Acct Name: Trust Wire Clearing
FFC Attn: Income Collections, a/c #20983400
For further credit to: American Republic Insurance Company, Account
No. 20983400
Ref: “Accompanying Information” below.
   
 
Accompanying Information  
Name of Company: CHS INC.
Description of Security: 4.08% Series L Senior Notes due June 9,
2019
PPN: 12542R C*9
Due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made:
   
 
Address / Fax # for notices related
to payments
 
American Republic Insurance Company
c/o Advantus Capital Management, Inc.
400 Robert Street North
St. Paul, MN 55101
Attn: Client Administrator
   
 
Address / Fax # for all other notices  
American Republic Insurance Company
c/o Advantus Capital Management, Inc.
400 Robert Street North
St. Paul, MN 55101
Attn: Client Administrator
   
 
Instructions re: delivery of Notes  
Wells Fargo — Investment Mgr Relations
733 Marquette Ave. 3rd Floor
MAC N9306-036
Minneapolis, MN 55479
Account Name: American Republic Insurance Company, Account Number:
   
20983400
Attn: Duane Johnson (612) 667-6723
   
 
Form signature block  
AMERICAN REPUBLIC INSURANCE COMPANY
By: Advantus Capital Management, Inc.
By:      
Name:
   
Title:
   
 
Tax Identification Number  
42-0113630
   
 

38

     
Purchaser Name   TRUSTMARK INSURANCE COMPANY
Name in which to register Note(s)   ELL & CO.
Note Registration Number(s);   RN-7; $1,000,000
Principal Amount(s)    
Payment on account of Note(s)   Federal Funds Wire Transfer
Method   Northern Chgo/Trust
Account Information   ABA #071000152
    For Credit to: Account No. 5186041000
    For further Credit to: Account No. 26-11938/Trustmark Insurance
    Company
    Attn: Income Collections
    Ref: “Accompanying Information” below
Accompanying Information   Name of Company: CHS INC.
    Description of Security: 4.67% Series N Senior Notes due June 9,
    2023
   
PPN: 12542R C#5
Due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made:
   
 
Address / Fax # for notices related
to payments
 
Trustmark Insurance Company
c/o Advantus Capital Management, Inc.
400 Robert Street North
St. Paul, MN 55101
Attn: Client Administrator
   
 
Address / Fax # for all other notices  
Trustmark Insurance Company
c/o Advantus Capital Management, Inc.
400 Robert Street North
St. Paul, MN 55101
Attn: Client Administrator
   
 
Instructions re: delivery of Notes  
Northern Trust Co. of NY
Harborside Financial Center 10
Suite 1401
3 Second St.
Jersey City, NJ 07311
For Acct# 26-11938, Trustmark Insurance Company
Attn: Jose Mero
   
 
Form signature block  
TRUSTMARK INSURANCE COMPANY
By: Advantus Capital Management, Inc.
By:      
Name:
   
Title:
   
 
Tax Identification Number  
36-0792925
   
 

39

     
Purchaser Name   BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC.
Name in which to register Note(s)   HARE & CO.
Note Registration Number(s);   RL-18; $900,000
Principal Amount(s)    
Payment on account of Note(s)   Federal Funds Wire Transfer
Method   Federal Reserve Bank of Boston
Account Information   ABA: #011001234
    DDA# 048771
    Blue Cross and Blue Shield of Florida, F1BF5314632
    Ref: “Accompanying Information” below.
Accompanying Information   Name of Company: CHS INC.
    Description of Security: 4.08% Series L Senior Notes due June 9,
    2019
   
PPN: 12542R C*9
Due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made:
   
 
Address / Fax # for notices related
to payments
 
Blue Cross and Blue Shield of Florida, Inc.
c/o Advantus Capital Management, Inc.
400 Robert Street North
St. Paul, MN 55101
Attn: Client Administrator
   
 
Address / Fax # for all other notices  
Blue Cross and Blue Shield of Florida, Inc.
c/o Advantus Capital Management, Inc.
400 Robert Street North
St. Paul, MN 55101
Attn: Client Administrator
   
 
Instructions re: delivery of Notes  
Mellon Securities Trust Co.
One Wall Street 3rd Floor
Receive Window C
New York, NY 10286
Acct Name: Blue Cross and Blue Shield of Florida, Inc. F1BF5314632
   
 
Form signature block  
BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC.
By: Advantus Capital Management, Inc.
By:      
Name:
   
Title:
   
 
Tax Identification Number  
59-2015694
   
 

40

     
Purchaser Name   GUIDEONE SPECIALTY MUTUAL INSURANCE COMPANY
Name in which to register Note(s)  
WELLS FARGO BANK, N.A. AS CUSTODIAN FOR GUIDEONE SPECIALTY MUTUAL
INSURANCE COMPANY
   
 
Note Registration Number(s);
Principal Amount(s)
 
RL-19; $900,000

   

Payment on account of Note(s)
Method
Account Information
 
Federal Funds Wire Transfer
Wells Fargo Bank N.A.
ABA #: 121000248
BNFA: 0000840245 (must use all 10 digits)
Beneficiary Acct Name: Trust Wire Clearing
OBI FFC: 21025100
GuideOne Specialty Mutual Insurance Company
Attn: Jozsef Hegedus (612) 667-7612
Ref: “Accompanying Information” below.
   
 
Accompanying Information  
Name of Company: CHS INC.
Description of Security: 4.08% Series L Senior Notes due June 9,
2019
PPN: 12542R C*9
Due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made:
   
 
Address / Fax # for notices related
to payments
 
GuideOne Specialty Mutual Insurance Company
c/o Advantus Capital Management, Inc.
400 Robert Street North
St. Paul, MN 55101
Attn: Client Administrator
   
 
Address / Fax # for all other notices  
GuideOne Specialty Mutual Insurance Company
c/o Advantus Capital Management, Inc.
400 Robert Street North
St. Paul, MN 55101
Attn: Client Administrator
   
 
Instructions re: delivery of Notes  
Wells Fargo Bank Trust Operations Center
733 Marquette Ave. 3rd Floor
MAC N9306-036
Minneapolis, MN 55479
Account Name: Wells Fargo Bank Custodian for GuideOne Specialty
Mutual Insurance Company, Account Number: 21025100
Attn: Jozsef Hegedus (612) 667-7612
   
 
Form signature block  
GUIDEONE SPECIALTY MUTUAL INSURANCE COMPANY
By: Advantus Capital Management, Inc.
By:      
Name:
   
Title:
   
 
Tax Identification Number  
42-0660911
   
 

41

     
Purchaser Name   GUIDEONE PROPERTY & CASUALTY INSURANCE COMPANY
Name in which to register Note(s)  
WELLS FARGO BANK, N.A. AS CUSTODIAN FOR GUIDEONE PROPERTY &
CASUALTY INSURANCE COMPANY
   
 
Note Registration Number(s);
Principal Amount(s)
 
RL-20; $900,000

   

Payment on account of Note(s)
Method
Account Information
 
Federal Funds Wire Transfer
Wells Fargo Bank N.A.
ABA #: 121000248
BNFA: 0000840245 (must use all 10 digits)
BNF: Trust Wire Clearing
OBI FFC: 21025400
GuideOne Property & Casualty Insurance Company
Attn: Jozsef Hegedus (612) 667-7612
Ref: “Accompanying Information” below.
   
 
Accompanying Information  
Name of Company: CHS INC.
Description of Security: 4.08% Series L Senior Notes due June 9,
2019
PPN: 12542R C*9
Due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made:
   
 
Address / Fax # for notices related
to payments
 
GuideOne Property & Casualty Insurance Company
c/o Advantus Capital Management, Inc.
400 Robert Street North
St. Paul, MN 55101
Attn: Client Administrator
   
 
Address / Fax # for all other notices  
GuideOne Property & Casualty Insurance Company
c/o Advantus Capital Management, Inc.
400 Robert Street North
St. Paul, MN 55101
Attn: Client Administrator
   
 
Instructions re: delivery of Notes  
Wells Fargo Bank Trust Operations Center
733 Marquette Ave. 3rd Floor
MAC N9306-036
Security Control and Transfer
Minneapolis, MN 55479
Account Name: Wells Fargo Bank Custodian for GuideOne Property &
Casualty Insurance Company, Account Number: 21025400
Attn: Jozsef Hegedus (612) 667-7612
   
 
Form signature block  
GUIDEONE PROPERTY & CASUALTY INSURANCE COMPANY
By: Advantus Capital Management, Inc.
By:      
Name:
   
Title:
   
 
Tax Identification Number  
42-1409999
   
 

42

     
Purchaser Name   CATHOLIC UNITED FINANCIAL
Name in which to register Note(s)   WELLS FARGO BANK N.A. FBO CATHOLIC UNITED FINANCIAL
Note Registration Number(s);   RM-8; $750,000
Principal Amount(s)    
Payment on account of Note(s)   Federal Funds Wire Transfer
Method   Wells Fargo Bank N.A.
Account Information   ABA #: 121000248
    BNFA: 0000840245 (must use all 10 digits)
    Beneficiary Acct Name: Trust Wire Clearing
    Wells Fargo Acct Name: Catholic United Financial
    Wells Fargo Acct Number: 23825801
    Attn: Duane Johnson (612) 667-6723
    Ref: “Accompanying Information” below.
Accompanying Information   Name of Company: CHS INC.
    Description of Security: 4.52% Series M Senior Notes due June 9,
    2021
   
PPN: 12542R C@7
Due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made:
   
 
Address / Fax # for notices related
to payments
 
Catholic United Financial
c/o Advantus Capital Management, Inc.
400 Robert Street North
St. Paul, MN 55101
Attn: Client Administrator
   
 
Address / Fax # for all other notices  
Catholic United Financial
c/o Advantus Capital Management, Inc.
400 Robert Street North
St. Paul, MN 55101
Attn: Client Administrator
   
 
Instructions re: delivery of Notes  
Wells Fargo — Investment Mgr Relations
733 Marquette Ave. 3rd Floor
MAC N9306-036
Minneapolis, MN 55479
Account Name: Catholic United Financial, Account Number: 23825801
Attn: Duane Johnson (612) 667-6723
   
 
Form signature block  
CATHOLIC UNITED FINANCIAL
By: Advantus Capital Management, Inc.
By:      
Name:
   
Title:
   
 
Tax Identification Number  
41-0182070
   
 

43

     
Purchaser Name   INDUSTRIAL ALLIANCE PACIFIC INSURANCE AND FINANCIAL SERVICES, INC.
Name in which to register Note(s)   HARE & CO.
Note Registration Number(s);   RM-9; $750,000
Principal Amount(s)    
Payment on account of Note(s)   Federal Funds Wire Transfer
Method   Bank of New York
Account Information   ABA #021000018
    GLA: 111-565
    Trust #271883
    A/C Name: Industrial Alliance Pacific Insurance and Financial
    Services, Inc.
    Ref: “Accompanying Information” below.
Accompanying Information   Name of Company: CHS INC.
    Description of Security: 4.52% Series M Senior Notes due June 9,
    2021
   
PPN: 12542R C@7
Due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made:
   
 
Address / Fax # for notices related
to payments
 
Industrial Alliance Pacific Insurance and Financial Services, Inc.
c/o Advantus Capital Management, Inc.
400 Robert Street North
St. Paul, MN 55101
Attn: Client Administrator
   
 
Address / Fax # for all other notices  
Industrial Alliance Pacific Insurance and Financial Services, Inc.
c/o Advantus Capital Management, Inc.
400 Robert Street North
St. Paul, MN 55101
Attn: Client Administrator
   
 
Instructions re: delivery of Notes  
The Bank of New York
One Wall St. — 3rd Floor, Incoming Window
New York, NY 10286
For Acct #271883
Account Name: Industrial Alliance Pacific Insurance and Financial
Services, Inc.
   
 
Form signature block  
INDUSTRIAL ALLIANCE PACIFIC INSURANCE AND FINANCIAL SERVICES, INC.
By: Advantus Capital Management, Inc.
By:      
Name:
   
Title:
   
 
Tax Identification Number  
98-0018913
   
 

44

     
Purchaser Name   MTL INSURANCE COMPANY
Name in which to register Note(s)   ELL & CO.
Note Registration Number(s);   RN-8; $500,000
Principal Amount(s)    
Payment on account of Note(s)   Federal Funds Wire Transfer
Method   Northern Chgo/Trust
Account Information   ABA #071000152
    For Credit to: Account No. 5186041000
    For further Credit to: Account No. 26-00621/MTL Insurance Company
    Attn: Income Collections
    Ref: “Accompanying Information” below
Accompanying Information   Name of Company: CHS INC.
    Description of Security: 4.67% Series N Senior Notes due June 9,
    2023
   
PPN: 12542R C#5
Due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made:
   
 
Address / Fax # for notices related
to payments
 
MTL Insurance Company
c/o Advantus Capital Management, Inc.
400 Robert Street North
St. Paul, MN 55101
Attn: Client Administrator
   
 
Address / Fax # for all other notices  
MTL Insurance Company
c/o Advantus Capital Management, Inc.
400 Robert Street North
St. Paul, MN 55101
Attn: Client Administrator
   
 
Instructions re: delivery of Notes  
Northern Trust Co. of NY
Harborside Financial Center 10
Suite 1401
3 Second St.
Jersey City, NJ 07311
For Acct# 26-00621, MTL Insurance Company
Attn: Jose Mero
   
 
Form signature block  
MTL INSURANCE COMPANY
By: Advantus Capital Management, Inc.
By:      
Name:
   
Title:
   
 
Tax Identification Number  
36-1516780
   
 
     
Purchaser Name   FORT DEARBORN LIFE INSURANCE COMPANY
Name in which to register Note(s)   ELL & CO.
Note Registration Number(s);   RM-10; $500,000
Principal Amount(s)    
Payment on account of Note(s)   Federal Funds Wire Transfer
Method   Northern Chgo/Trust
Account Information   ABA #071000152
    For Credit to: Account No. 5186041000
    For further Credit to: FDLIC-ADV MVA, Account No. ***
    Attn: Income Collections
    Ref: “Accompanying Information” below
Accompanying Information   Name of Company: CHS INC.
    Description of Security: 4.52% Series M Senior Notes due June 9,
    2021
   
PPN: 12542R C@7
Due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made:
   
 
Address / Fax # for notices related
to payments
 
Fort Dearborn Life Insurance Company
c/o Advantus Capital Management, Inc.
400 Robert Street North
St. Paul, MN 55101
Attn: Client Administrator
   
 
Address / Fax # for all other notices  
Fort Dearborn Life Insurance Company
c/o Advantus Capital Management, Inc.
400 Robert Street North
St. Paul, MN 55101
Attn: Client Administrator
   
 
Instructions re: delivery of Notes  
Northern Trust Co. of NY
Harborside Financial Center 10
Suite 1401
3 Second St.
Jersey City, NJ 07311
For Acct# ***, FDLIC-ADV MVA
Attn: Jose Mero or Ruby Vega
   
 
Form signature block  
FORT DEARBORN LIFE INSURANCE COMPANY
By: Advantus Capital Management, Inc.
By:      
Name:
   
Title:
   
 
Tax Identification Number  
36-2598882
   
 

45

     
Purchaser Name   FORT DEARBORN LIFE INSURANCE COMPANY
Name in which to register Note(s)   ELL & CO.
Note Registration Number(s);   RM-11; $500,000
Principal Amount(s)    
Payment on account of Note(s)   Federal Funds Wire Transfer
Method   Northern Chgo/Trust
Account Information   ABA #071000152
    For Credit to: Account No. 5186041000
    For further Credit to: FDLIC-ADV GENERAL, Account No. ***
    Attn: Income Collections
    Ref: “Accompanying Information” below
Accompanying Information   Name of Company: CHS INC.
    Description of Security: 4.52% Series M Senior Notes due June 9,
    2021
   
PPN: 12542R C@7
Due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made:
   
 
Address / Fax # for notices related
to payments
 
Fort Dearborn Life Insurance Company
c/o Advantus Capital Management, Inc.
400 Robert Street North
St. Paul, MN 55101
Attn: Client Administrator
   
 
Address / Fax # for all other notices  
Fort Dearborn Life Insurance Company
c/o Advantus Capital Management, Inc.
400 Robert Street North
St. Paul, MN 55101
Attn: Client Administrator
   
 
Instructions re: delivery of Notes  
Northern Trust Co. of NY
Harborside Financial Center 10
Suite 1401
3 Second St.
Jersey City, NJ 07311
For Acct# ***, FDLIC-ADV GENERAL
Attn: Jose Mero or Ruby Vega
   
 
Form signature block  
FORT DEARBORN LIFE INSURANCE COMPANY
By: Advantus Capital Management, Inc.
By:      
Name:
   
Title:
   
 
Tax Identification Number  
36-2598882
   
 

46

     
Purchaser Name   FORT DEARBORN LIFE INSURANCE COMPANY
Name in which to register Note(s)   ELL & CO.
Note Registration Number(s);   RM-12; $500,000
Principal Amount(s)    
Payment on account of Note(s)   Federal Funds Wire Transfer
Method   Northern Chgo/Trust
Account Information   ABA #071000152
    For Credit to: Account No. 5186041000
    For further Credit to: FDLIC-ADV EIA, Account No. ***
    Attn: Income Collections
    Ref: “Accompanying Information” below
Accompanying Information   Name of Company: CHS INC.
    Description of Security: 4.52% Series M Senior Notes due June 9,
    2021
   
PPN: 12542R C@7
Due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made:
   
 
Address / Fax # for notices related
to payments
 
Fort Dearborn Life Insurance Company
c/o Advantus Capital Management, Inc.
400 Robert Street North
St. Paul, MN 55101
Attn: Client Administrator
   
 
Address / Fax # for all other notices  
Fort Dearborn Life Insurance Company
c/o Advantus Capital Management, Inc.
400 Robert Street North
St. Paul, MN 55101
Attn: Client Administrator
   
 
Instructions re: delivery of Notes  
Northern Trust Co. of NY
Harborside Financial Center 10
Suite 1401
3 Second St.
Jersey City, NJ 07311
For Acct# ***, FDLIC-ADV EIA
Attn: Jose Mero or Ruby Vega
   
 
Form signature block  
FORT DEARBORN LIFE INSURANCE COMPANY
By: Advantus Capital Management, Inc.
By:      
Name:
   
Title:
   
 
Tax Identification Number  
36-2598882
   
 
     
Purchaser Name   FORT DEARBORN LIFE INSURANCE COMPANY
Name in which to register Note(s)   ELL & CO.
Note Registration Number(s);   RM-13; $500,000
Principal Amount(s)    
Payment on account of Note(s)   Federal Funds Wire Transfer
Method   Northern Chgo/Trust
Account Information   ABA #071000152
    For Credit to: Account No. 5186041000
    For further Credit to: FDLIC-ADVANTUS INSURED, Account No. 2671446
    Attn: Income Collections
    Ref: “Accompanying Information” below
Accompanying Information   Name of Company: CHS INC.
    Description of Security: 4.52% Series M Senior Notes due June 9,
    2021
   
PPN: 12542R C@7
Due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made:
   
 
Address / Fax # for notices related
to payments
 
Fort Dearborn Life Insurance Company
c/o Advantus Capital Management, Inc.
400 Robert Street North
St. Paul, MN 55101
Attn: Client Administrator
   
 
Address / Fax # for all other notices  
Fort Dearborn Life Insurance Company
c/o Advantus Capital Management, Inc.
400 Robert Street North
St. Paul, MN 55101
Attn: Client Administrator
   
 
Instructions re: delivery of Notes  
Northern Trust Co. of NY
Harborside Financial Center 10
Suite 1401
3 Second St.
Jersey City, NJ 07311
For Acct# 2671446, FDLIC-ADVANTUS INSURED
Attn: Jose Mero or Ruby Vega
   
 
Form signature block  
FORT DEARBORN LIFE INSURANCE COMPANY
By: Advantus Capital Management, Inc.
By:      
Name:
   
Title:
   
 
Tax Identification Number  
36-2598882
   
 

47

     
Purchaser Name   FORT DEARBORN LIFE INSURANCE COMPANY
Name in which to register Note(s)   ELL & CO.
Note Registration Number(s);   RM-14; $500,000
Principal Amount(s)    
Payment on account of Note(s)   Federal Funds Wire Transfer
Method   Northern Chgo/Trust
Account Information   ABA #071000152
    For Credit to: Account No. 5186041000
    For further Credit to: FDLIC-ADVANTUS C&S, Account No. 2671447
    Attn: Income Collections
    Ref: “Accompanying Information” below
Accompanying Information   Name of Company: CHS INC.
    Description of Security: 4.52% Series M Senior Notes due June 9,
    2021
   
PPN: 12542R C@7
Due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made:
   
 
Address / Fax # for notices related
to payments
 
Fort Dearborn Life Insurance Company
c/o Advantus Capital Management, Inc.
400 Robert Street North
St. Paul, MN 55101
Attn: Client Administrator
   
 
Address / Fax # for all other notices  
Fort Dearborn Life Insurance Company
c/o Advantus Capital Management, Inc.
400 Robert Street North
St. Paul, MN 55101
Attn: Client Administrator
   
 
Instructions re: delivery of Notes  
Northern Trust Co. of NY
Harborside Financial Center 10
Suite 1401
3 Second St.
Jersey City, NJ 07311
For Acct# 2671447, FDLIC-ADVANTUS C&S
Attn: Jose Mero or Ruby Vega
   
 
Form signature block  
FORT DEARBORN LIFE INSURANCE COMPANY
By: Advantus Capital Management, Inc.
By:      
Name:
   
Title:
   
 
Tax Identification Number  
36-2598882
   
 

48

     
Purchaser Name   NEW ERA LIFE INSURANCE
Name in which to register Note(s)   CUDD & CO.
Note Registration Number(s);   RM-15; $500,000
Principal Amount(s)    
Payment on account of Note(s)   Federal Funds Wire Transfer
Method   JPMorgan Chase
Account Information   ABA #021000021
    FFC to: 9009000127
    Account: P05155
    Account Name: New Era Life Insurance
    Ref: “Accompanying Information” below
Accompanying Information   Name of Company: CHS INC.
    Description of Security: 4.52% Series M Senior Notes due June 9,
    2021
   
PPN: 12542R C@7
Due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made:
   
 
Address / Fax # for notices related
to payments
 
New Era Life Insurance
c/o Advantus Capital Management, Inc.
400 Robert Street North
St. Paul, MN 55101
Attn: Client Administrator
   
 
Address / Fax # for all other notices  
New Era Life Insurance
c/o Advantus Capital Management, Inc.
400 Robert Street North
St. Paul, MN 55101
Attn: Client Administrator
   
 
Instructions re: delivery of Notes  
JP Morgan Chase Bank, N.A.
4 Chase Metrotech Center, 3rd Floor
Brooklyn, NY 11245-0001
Attn: Physical Receive Dept.
Account #P05155
   
 
Form signature block  
NEW ERA LIFE INSURANCE
By: Advantus Capital Management, Inc.
By:      
Name:
   
Title:
   
 
Tax Identification Number  
74-2552025
   
 

49

     
Purchaser Name   GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Name in which to register Note(s)  
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
   
 
Note Registration Number(s);
Principal Amount(s)
 
RM-16; $3,500,000
RN-9; $10,000,000
   

Payment on account of Note(s)
Method
Account information
 
Federal Funds Wire Transfer
The Bank of New York
ABA No.: 021-000-018
BNF Acct No.: IOC566
Further Credit To: : Great-West Life/Acct No. 640935
Ref: “Accompanying Information” below
   
 
Accompanying information  
Name of Company: CHS INC.
Description of Security: 4.52% Series M Senior Notes
due June 9, 2021
PPN: 12542R C@7
Description of Security: 4.67% Series N Senior Notes
due June 9, 2023
PPN: 12542R C#5
Due date and application (as among principal,
interest and Make-Whole Amount) of the payment being
made:
   
 
Address / Fax # for all notices
and communications
 
Great-West Life & Annuity Insurance Company
8515 East Orchard Road, 3T2
Greenwood Village, CO 80111
Attn: Investments Division
Fax: (303) 737-6193
   
 
Instructions re Delivery of Notes  
The Bank of New York Mellon
3rd Floor, Window A
One Wall Street
New York, NY 10286
Attn: Receive/Deliver Dept (Great-West
Life/Acct No. 640935)
   
 
Signature Block  
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
By:     
Name:
   
Title:
   
By:     
Name:
   
Title:
   
 
Tax identification number  
84-0467907
   
 
     
Purchaser Name   GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Name in which to register Note(s)  
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
   
 
Note Registration Number(s);
Principal Amount(s)
 
RM-17; $500,000

   

Payment on account of Note(s)
Method
Account information
 
Federal Funds Wire Transfer
The Bank of New York
ABA No.: 021-000-018
BNF Acct No.: IOC566
Further Credit To: : Great-West Life/Acct No. ***
Ref: “Accompanying Information” below
   
 
Accompanying information  
Name of Company: CHS INC.
Description of Security: 4.52% Series M Senior Notes due
June 9, 2021
PPN: 12542R C@7
Due date and application (as among principal, interest
and Make-Whole Amount) of the payment being made:
   
 
Address / Fax # for all notices
and communications
 
Great-West Life & Annuity Insurance Company
8515 East Orchard Road, 3T2
Greenwood Village, CO 80111
Attn: Investments Division
Fax: (303) 737-6193
   
 
Instructions re Delivery of Notes  
The Bank of New York Mellon
3rd Floor, Window A
One Wall Street
New York, NY 10286
Attn: Receive/Deliver Dept (Great-West Life/Acct No. ***)
   
 
Signature Block  
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
By:     
Name:
   
Title:
   
By:     
Name:
   
Title:
   
 
Tax identification number  
84-0467907
   
 
     
Purchaser Name   PHOENIX LIFE INSURANCE COMPANY
Name in which to register Note(s)   PHOENIX LIFE INSURANCE COMPANY
Note Registration Number(s);   RN-10; $4,000,000
Principal Amount(s)    
Payment on account of Note(s)   Federal Funds Wire Transfer
Method   JP Morgan Chase Bank
Account Information   ABA #021000021
    New York, NY
    Account No. 900-9000-200
    Account Name: Income Processing
    Reference A/C # G05123, Phoenix Life Insurance Company and
    “Accompanying information” below
Accompanying Information   Name of Company: CHS INC.
    Description of Security: 4.67% Series N Senior Notes due June 9,
    2023
   
PPN: 12542R C#5
Due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made:
   
 
Address / Fax # for notices related
to payments
 
Phoenix Life Insurance Company
c/o Goodwin Capital Advisers
One American Row, H-GW-1
P.O. Box 5056
Hartford, CT 06102-5056
Attn: Private Placement Department
Fax 860.403.7248
   
 
Address / Fax # for all other notices  
Phoenix Life Insurance Company
c/o Goodwin Capital Advisers
One American Row, H-GW-1
P.O. Box 5056
Hartford, CT 06102-5056
Attn: Private Placement Department
Fax 860.403.7248
   
 
Instructions re: delivery of Notes  
Phoenix Life Insurance Company
One American Row
Hartford, CT 06102-5056
Attn: Brad Buck
   
 
Form signature block  
PHOENIX LIFE INSURANCE COMPANY
By:      
Name:
   
Title:
   
 
Tax Identification Number  
06-0493340
   
 

50

     
Purchaser Name   PHL VARIABLE INSURANCE COMPANY
Name in which to register Note(s)   PHL VARIABLE INSURANCE COMPANY
Note Registration Number(s);   RO-10; $4,000,000
Principal Amount(s)    
Payment on account of Note(s)   Federal Funds Wire Transfer
Method   JP Morgan Chase Bank
Account Information   ABA #021000021
    New York, NY
    Account No. 900-9000-200
    Account Name: Income Processing
    Reference A/C # G11923, PHL Variable Insurance Company and
    “Accompanying information” below
Accompanying Information   Name of Company: CHS INC.
    Description of Security: 4.82% Series O Senior Notes due June 9,
    2026
   
PPN: 12542R D*8
Due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made:
   
 
Address / Fax # for notices related
to payments
 
PHL Variable Life Insurance Company
c/o Goodwin Capital Advisers
One American Row, H-GW-1
P.O. Box 5056
Hartford, CT 06102-5056
Attn: Private Placement Department
Fax 860.403.7248
   
 
Address / Fax # for all other notices  
PHL Variable Life Insurance Company
c/o Goodwin Capital Advisers
One American Row, H-GW-1
P.O. Box 5056
Hartford, CT 06102-5056
Attn: Private Placement Department
Fax 860.403.7248
   
 
Instructions re: delivery of Notes  
PHL Variable Life Insurance Company
One American Row
Hartford, CT 06102-5056
Attn: Brad Buck
   
 
Form signature block  
PHL VARIABLE INSURANCE COMPANY
By:      
Name:
   
Title:
   
 
Tax Identification Number  
06-1045829
   
 

51

     
Purchaser Name   PHL VARIABLE INSURANCE COMPANY
Name in which to register Note(s)   PHL VARIABLE INSURANCE COMPANY
Note Registration Number(s);   RO-11; $1,000,000
Principal Amount(s)    
Payment on account of Note(s)   Federal Funds Wire Transfer
Method   JP Morgan Chase Bank
Account Information   ABA #021000021
    New York, NY
    Account No. 900-9000-200
    Account Name: Income Processing
    Reference A/C # G09389, PHL Variable Insurance Company and
    “Accompanying information” below
Accompanying Information   Name of Company: CHS INC.
    Description of Security: 4.82% Series O Senior Notes due June 9,
    2026
   
PPN: 12542R D*8
Due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made:
   
 
Address / Fax # for notices related
to payments
 
PHL Variable Life Insurance Company
c/o Goodwin Capital Advisers
One American Row, H-GW-1
P.O. Box 5056
Hartford, CT 06102-5056
Attn: Private Placement Department
Fax 860.403.7248
   
 
Address / Fax # for all other notices  
PHL Variable Life Insurance Company
c/o Goodwin Capital Advisers
One American Row, H-GW-1
P.O. Box 5056
Hartford, CT 06102-5056
Attn: Private Placement Department
Fax 860.403.7248
   
 
Instructions re: delivery of Notes  
PHL Variable Life Insurance Company
One American Row
Hartford, CT 06102-5056
Attn: Brad Buck
   
 
Form signature block  
PHL VARIABLE INSURANCE COMPANY
By:      
Name:
   
Title:
   
 
Tax Identification Number  
06-1045829
   
 

52

     
Purchaser Name   MODERN WOODMEN OF AMERICA
Name in which to register Note(s)  
MODERN WOODMEN OF AMERICA
   
 
Note Registration Number(s);
Principal Amount(s)
 
RM-18; $6,000,000
RN-11; $3,000,000
   

Payment on account of Note(s)
Method
Account information
 
Federal Funds Wire Transfer
The Northern Trust Company
50 South LaSalle Street
Chicago, IL 60675
ABA No. 071-000-152
Account Name: Modern Woodmen of America
Account No. 84352
Ref: “Accompanying information” below
   
 
Accompanying information  
Name of Company: CHS INC.
Description of Security: 4.52% Series M
Senior Notes due June 9, 2021
PPN: 12542R C@7
Description of Security: 4.67% Series N
Senior Notes due June 9, 2023
PPN: 12542R C#5
Due date and application (as among
principal, interest and Make-Whole
Amount) of the payment being made:
   
 
Address / Fax # for notices
related to payments
 
Modern Woodmen of America
Attn: Investment Accounting Department
1701 First Avenue
Rock Island, IL 61201
Fax: (309) 793-5688
   
 
Address / Fax # for all other
notices
 
Modern Woodmen of America
Attn: Investment Department
1701 First Avenue
Rock Island, IL 61201
Email: investments@modern-woodmen.org
Fax: (309) 793-5574
   
 
Instructions re Delivery of Notes  
Modern Woodmen of America
1701 1st Ave
Rock Island, IL  61201
Attn: Douglas A. Pannier
   
 
Signature Block  
MODERN WOODMEN OF AMERICA
By:     
Name:
   
Title:
   
 
Tax identification number  
36-1493430
   
 

53

     
Purchaser Name   THE PHOENIX INSURANCE COMPANY
Name in which to register Note(s)   THE PHOENIX INSURANCE COMPANY
Note Registration Number(s);   RL-21; $4,000,000
Principal Amount(s)    
Payment on account of Note(s)   Federal Funds Wire Transfer
Method   JP Morgan Chase Bank
Account information   ABA #021000021
    New York, NY
    Account No. 323954448
    Account Name: Travelers Indemnity Company - Private Placements
    Ref: “Accompanying information” below
Accompanying information   Name of Company: CHS INC.
    Description of Security: 4.08% Series L Senior Notes due June 9,
    2019
   
PPN: 12542R C*9
Due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made:
   
 
Address / Fax # for notices
related to payments
 
The Phoenix Insurance Company
c/o The Travelers Companies, Inc.
9275-NB11B
385 Washington St.
St. Paul, MN 55102-1396
   
 
Address / Fax # for all other
notices
 
The Phoenix Insurance Company
c/o The Travelers Companies, Inc.
9275-NB11B
385 Washington St.
St. Paul, MN 55102-1396
   
 
Instructions re Delivery of Notes  
The Phoenix Insurance Company
c/o The Travelers Companies, Inc.
385 Washington St.
St. Paul, MN 55102
Attn: Nicole Ankeny, Esq.
   
 
Signature Block  
THE PHOENIX INSURANCE COMPANY
By:     
Name:
   
Title:
   
 
Tax identification number  
06-0303275
   
 

54

     
Purchaser Name   TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA
Name in which to register Note(s)  
TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA
   
 
Note Registration Number(s);
Principal Amount(s)
 
RM-19; $4,000,000

   

Payment on account of Note(s)
Method
Account information
 
Federal Funds Wire Transfer
JP Morgan Chase Bank
ABA #021000021
New York, NY
Account No. 323954448
Account Name: Travelers Indemnity Company — Private Placements
Ref: “Accompanying information” below
   
 
Accompanying information  
Name of Company: CHS INC.
Description of Security: 4.52% Series M Senior Notes due June
9, 2021
PPN: 12542R C@7
Due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made:
   
 
Address / Fax # for notices
related to payments
 
Travelers Casualty and Surety Company of America
c/o The Travelers Companies, Inc.
9275-NB11B
385 Washington St.
St. Paul, MN 55102-1396
   
 
Address / Fax # for all other
notices
 
Travelers Casualty and Surety Company of America
c/o The Travelers Companies, Inc.
9275-NB11B
385 Washington St.
St. Paul, MN 55102-1396
   
 
Instructions re Delivery of Notes  
Travelers Casualty and Surety Company of America
c/o The Travelers Companies, Inc.
385 Washington St.
St. Paul, MN 55102
Attn: Nicole Ankeny, Esq.
   
 
Signature Block  
TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA
By:     
Name:
   
Title:
   
 
Tax identification number  
06-0907370
   
 

55

     
Purchaser Name   LIFE INSURANCE COMPANY OF THE SOUTHWEST
Name in which to register Note(s)  
LIFE INSURANCE COMPANY OF THE SOUTHWEST
   
 
Note Registration Number(s);
Principal Amount(s)
 
RM-20; $7,000,000

   

Payment on account of Note(s)
Method
Account information
 
Federal Funds Wire Transfer
JPMorgan Chase & Co.
New York, NY 10010
ABA #021000021
Custody Account No.: G06475
Ref: “Accompanying Information” below
   
 
Accompanying information  
Name of Company: CHS INC.
Description of Security: 4.52% Series M
Senior Notes due June 9, 2021
PPN: 12542R C@7
Due date and application (as among
principal, interest and Make-Whole
Amount) of the payment being made:
   
 
Address / Fax # for all notices
and communications
 
Life Insurance Company of the Southwest
c/o National Life Insurance Company
One National Life Drive
Montpelier, VT 05604
Attn: Private Placements
Fax: 802-223-9332
Email: shiggins@nationallife.com
   
 
Instructions re Delivery of Notes  
Life Insurance Company of the Southwest
c/o National Life Insurance Company
One National Life Drive
Montpelier, VT 05604
Attn: R. Scott Higgins
   
 
Signature Block  
LIFE INSURANCE COMPANY OF THE SOUTHWEST
By:     
Name:
   
Title:
   
 
Tax identification number  
75-0953004
   
 

56

     
Purchaser Name   THE OHIO NATIONAL LIFE INSURANCE COMPANY
Name in which to register Note(s)  
THE OHIO NATIONAL LIFE INSURANCE COMPANY
   
 
Note Registration Number(s);
Principal Amount(s)
 
RM-21; $3,000,000

   

Payment on account of Note(s)
Method
Account information
 
Federal Funds Wire Transfer
U.S. Bank N.A.
5th & Walnut Streets
Cincinnati, OH 45202
ABA #042-000013
For credit to The Ohio National Life
Insurance Company Account No. 910-275-7
Ref: “Accompanying information” below
   
 
Accompanying information  
Name of Company: CHS INC.
Description of Security: 4.52% Series M
Senior Notes due June 9, 2021
PPN: 12542R C@7
Due date and application (as among
principal, interest and Make-Whole
Amount) of the payment being made:
   
 
Address / Fax # for notices
related to payments
 
The Ohio National Life Insurance Company
One Financial Way
Cincinnati, OH 45242
Attention: Investment Department
Fax: 513-794-4506
   
 
Address / Fax # for all other
notices
 
The Ohio National Life Insurance Company
One Financial Way
Cincinnati, OH 45242
Attention: Investment Department
Fax: 513-794-4506
   
 
Instructions re Delivery of Notes  
The Ohio National Life Insurance Company
One Financial Way
Cincinnati, OH 45242
Attention: Jed R. Martin
   
 
Signature Block  
THE OHIO NATIONAL LIFE INSURANCE COMPANY
By:      
Name: Jed R. Martin
Title: Vice President, Private Placements
   
 
Tax identification number  
31-0397080
   
 
     
Purchaser Name   MONTGOMERY RE, INC.
Name in which to register Note(s)  
MONTGOMERY RE, INC.
   
 
Note Registration Number(s);
Principal Amount(s)
 
RM-22; $1,000,000

   

Payment on account of Note(s)
Method
Account information
 
Federal Funds Wire Transfer
U.S. Bank N.A.
5th & Walnut Streets
Cincinnati, OH 45202
ABA #042-000013
For credit to Montgomery Re, Inc.
Account No. ***
Ref: “Accompanying information” below
   
 
Accompanying information  
Name of Company: CHS INC.
Description of Security: 4.52% Series M
Senior Notes due June 9, 2021
PPN: 12542R C@7
Due date and application (as among
principal, interest and Make-Whole
Amount) of the payment being made:
   
 
Address / Fax # for notices related
to payments
 
Montgomery Re, Inc.
One Financial Way
Cincinnati, OH 45242
Attention: Investment Department
Fax: 513-794-4506
   
 
Address / Fax # for all other
notices
 
Montgomery Re, Inc.
One Financial Way
Cincinnati, OH 45242
Attention: Investment Department
Fax: 513-794-4506
   
 
Instructions re Delivery of Notes  
Montgomery Re, Inc.
One Financial Way
Cincinnati, OH 45242
Attention: Jed R. Martin
   
 
Signature Block  
MONTGOMERY RE, INC.
By:      
Name:
   
Title:
   
 
Tax identification number  
26-3791519
   
 

57

     
Purchaser Name   MONTGOMERY RE, INC.
Name in which to register Note(s)  
MONTGOMERY RE, INC.
   
 
Note Registration Number(s);
Principal Amount(s)
 
RN-12; $2,500,000

   

Payment on account of Note(s)
Method
Account information
 
Federal Funds Wire Transfer
U.S. Bank N.A.
5th & Walnut Streets
Cincinnati, OH 45202
ABA #042-000013
For credit to Montgomery Re, Inc.
Account No. ***
Ref: “Accompanying information” below
   
 
Accompanying information  
Name of Company: CHS INC.
Description of Security: 4.67% Series N
Senior Notes due June 9, 2023
PPN: 12542R C#5
Due date and application (as among
principal, interest and Make-Whole
Amount) of the payment being made:
   
 
Address / Fax # for notices related
to payments
 
Montgomery Re, Inc.
One Financial Way
Cincinnati, OH 45242
Attention: Investment Department
Fax: 513-794-4506
   
 
Address / Fax # for all other
notices
 
Montgomery Re, Inc.
One Financial Way
Cincinnati, OH 45242
Attention: Investment Department
Fax: 513-794-4506
   
 
Instructions re Delivery of Notes  
Montgomery Re, Inc.
One Financial Way
Cincinnati, OH 45242
Attention: Jed R. Martin
   
 
Signature Block  
MONTGOMERY RE, INC.
By:      
Name:
   
Title:
   
 
Tax identification number  
26-3791519
   
 
     
Purchaser Name   ASSURITY LIFE INSURANCE COMPANY
Name in which to register Note(s)   ASSURITY LIFE INSURANCE COMPANY
Note Registration Number(s);   RN-13; $2,000,000
Principal Amount(s)    
Payment on account of Note(s)   Federal Funds Wire Transfer
Method   US Bank National Association
Account Information   13th and M Streets
    Lincoln, NE 68508
    ABA Number 104000029
    Account of: Assurity Life Insurance Company
    General Fund Account #1-494-0092-9092
    Ref: “Accompanying information” below
Accompanying Information   Name of Company: CHS INC.
    Description of Security: 4.67% Series N Senior Notes due June 9,
    2023
   
PPN: 12542R C#5
Due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made:
Address for Notices Related to
Payments
 
Assurity Life Insurance Company
1526 K Street
Lincoln, NE 68508
Attn: Investment Division
Fax: 402-458-2170
Address for all other Notices  
Assurity Life Insurance Company
1526 K Street
Lincoln, NE 68508
Attn: Victor Weber
Phone: 402-437-3682
Fax: 402-458-2170
Email: vweber@assurity.com
   
 
Instructions for Delivery of Notes  
Assurity Life Insurance Company
1526 K Street
Lincoln, NE 68508
Attn: Victor Weber
   
 
Signature Block  
ASSURITY LIFE INSURANCE COMPANY
By:     
Name:
   
Title:
   
 
Tax Identification Number  
38-1843471
   
 

58

     
Purchaser Name   THE UNION CENTRAL LIFE INSURANCE COMPANY
Name in which to register Note(s)  
CUDD & CO. AS NOMINEE FOR THE UNION CENTRAL
LIFE INSURANCE COMPANY
   
 
Note Registration Number(s);
Principal Amount(s)
 
RM-23; $2,000,000
RN-14; $2,000,000
   

Payment on account of Note(s)
Method
Account information
 
Federal Funds Wire Transfer
JPMorgan Chase Bank
ABA #021000021
DDA Clearing Account: 9009002859
Further Credit — Custody Fund P72228 (The
Union Central Life Insurance Company)
Ref: “Accompanying Information” below
   
 
Accompanying information  
Name of Company: CHS INC.
Description of Security: 4.52% Series M
Senior Notes due June 9, 2021
PPN: 12542R C@7
Description of Security: 4.67% Series N
Senior Notes due June 9, 2023
PPN: 12542R C#5
Due date and application (as among principal,
interest and Make-Whole Amount) of the
payment being made:
   
 
Address / Fax # for notices
related to payments
 
The Union Central Life Insurance Company
1876 Waycross Rd
Cincinnati, Ohio 45240
Attention: Treasury Department
Fax: (513) 674-5275
   
 
Address / Fax # for all other
notices
 
The Union Central Life Insurance Company
c/o Summit Investment Partners
390 North Cotner Blvd.
Lincoln, NE 68505
   
 
Instructions re Delivery of Notes  
JPMorgan Chase Bank, N.A.
4 Chase Metrotech Center, 3rd Floor
Brooklyn, NY 11245-0001
ATTN: Physical Receive Department
REF: Account P72228
REF: The Union Central Life Insurance Company
   
 
Signature Block  
THE UNION CENTRAL LIFE INSURANCE COMPANY
By: Summit Investment Advisors, Inc., as Agent
By:      
Name:
   
Title:
   
 
Tax identification number  
31-0472910
   
 
     
Purchaser Name   AMERITAS LIFE INSURANCE CORP. - CLOSED BLOCK
Name in which to register Note(s)  
CUDD & CO. AS NOMINEE FOR AMERITAS LIFE INSURANCE
CORP. — CLOSED BLOCK
   
 
Note Registration Number(s);
Principal Amount(s)
 
RM-24; $1,000,000

   

Payment on account of Note(s)
Method
Account information
 
Federal Funds Wire Transfer
JPMorgan Chase Bank
ABA #021000021
DDA Clearing Account: 9009002859
Further Credit — Custody Fund *** (Ameritas Life
Insurance Corp. — Closed Block)
Ref: “Accompanying Information” below
   
 
Accompanying information  
Name of Company: CHS INC.
Description of Security: 4.52% Series M Senior
Notes due June 9, 2021
PPN: 12542R C@7
Due date and application (as among principal,
interest and Make-Whole Amount) of the payment
being made:
   
 
Address / Fax # for notices
related to payments
 
Ameritas Life Insurance Corp.
c/o Summit Investment Partners
390 North Cotner Blvd.
Lincoln, NE 68505
Fax: 402-467-6970
   
 
Address / Fax # for all other
notices
 
Ameritas Life Insurance Corp.
c/o Summit Investment Partners
390 North Cotner Blvd.
Lincoln, NE 68505
   
 
Instructions re Delivery of Notes  
JPMorgan Chase Bank, N.A.
4 Chase Metrotech Center, 3rd Floor
Brooklyn, NY 11245-0001
ATTN: Physical Receive Department
REF: Account ***
REF: Ameritas Life Insurance Corp. — Closed Block
   
 
Signature Block  
AMERITAS LIFE INSURANCE CORP. — CLOSED BLOCK
By: Summit Investment Advisors, Inc., as Agent
By:      
Name:
   
Title:
   
 
Tax identification number  
47-0098400
   
 
     
Purchaser Name   AMERITAS LIFE INSURANCE CORP.
Name in which to register Note(s)   CUDD & CO. AS NOMINEE FOR AMERITAS LIFE INSURANCE CORP.
Note Registration Number(s);   RN-15; $1,000,000
Principal Amount(s)    
Payment on account of Note(s)   Federal Funds Wire Transfer
Method   JPMorgan Chase Bank
Account information   ABA #021000021
    DDA Clearing Account: 9009002859
    Further Credit - Custody Fund P72220 (Ameritas Life Insurance Corp.)
    Ref: “Accompanying Information” below
Accompanying information   Name of Company: CHS INC.
    Description of Security: 4.67% Series N Senior Notes due June 9,
    2023
   
PPN: 12542R C#5
Due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made:
   
 
Address / Fax # for notices
related to payments
 
Ameritas Life Insurance Corp.
c/o Summit Investment Partners
390 North Cotner Blvd.
Lincoln, NE 68505
Fax: 402-467-6970
   
 
Address / Fax # for all other
notices
 
Ameritas Life Insurance Corp.
c/o Summit Investment Partners
390 North Cotner Blvd.
Lincoln, NE 68505
   
 
Instructions re Delivery of Notes  
JPMorgan Chase Bank, N.A.
4 Chase Metrotech Center, 3rd Floor
Brooklyn, NY 11245-0001
ATTN: Physical Receive Department
REF: Account P72220
REF: Ameritas Life Insurance Corp.
   
 
Signature Block  
AMERITAS LIFE INSURANCE CORP.
By: Summit Investment Advisors, Inc., as Agent
By:      
Name:
   
Title:
   
 
Tax identification number  
47-0098400
   
 

59

     
Purchaser Name   ACACIA LIFE INSURANCE COMPANY
Name in which to register Note(s)  
CUDD & CO. AS NOMINEE FOR ACACIA LIFE
INSURANCE COMPANY
   
 
Note Registration Number(s);
Principal Amount(s)
 
RM-25; $1,000,000

   

Payment on account of Note(s)
Method
Account information
 
Federal Funds Wire Transfer
JPMorgan Chase Bank
ABA #021000021
DDA Clearing Account: 9009002859
Further Credit — Custody Fund P72216 (Acacia
Life Insurance Company)
Ref: “Accompanying Information” below
   
 
Accompanying information  
Name of Company: CHS INC.
Description of Security: 4.52% Series M
Senior Notes due June 9, 2021
PPN: 12542R C@7
Due date and application (as among
principal, interest and Make-Whole Amount)
of the payment being made:
   
 
Address / Fax # for notices
related to payments
 
Acacia Life Insurance Company
c/o Summit Investment Partners
390 North Cotner Blvd.
Lincoln, NE 68505
Fax: 402-467-6970
   
 
Address / Fax # for all other
notices
 
Acacia Life Insurance Company
c/o Summit Investment Partners
390 North Cotner Blvd.
Lincoln, NE 68505
   
 
Instructions re Delivery of Notes  
JPMorgan Chase Bank, N.A.
4 Chase Metrotech Center, 3rd Floor
Brooklyn, NY 11245-0001
ATTN: Physical Receive Department
REF: Account P72216
REF: Acacia Life Insurance Company.
   
 
Signature Block  
ACACIA LIFE INSURANCE COMPANY
By: Summit Investment Advisors, Inc., as
Agent
By:      
Name:
   
Title:
   
 
Tax identification number  
53-0022880
   
 

60

     
Purchaser Name   ING LIFE INSURANCE AND ANNUITY COMPANY
Name in which to register Note(s)  
ING LIFE INSURANCE AND ANNUITY COMPANY
   
 
Note Registration Number(s);
Principal Amount(s)
 
RM-26; $2,500,000
RN-16; $7,900,000
   

Payment on account of Note(s)
Method
Account information
 
Federal Funds Wire Transfer
The Bank of New York Mellon
ABA#: 021000018
Account: IOC 566/INST’L CUSTODY (for
scheduled principal and interest payments)
or
Account: 565/INST’L CUSTODY (for all
payments other than scheduled principal and
interest)
For further credit: ILIAC/ Acct. No. 216101
Ref: “Accompanying Information” below
   
 
Accompanying information  
Name of Company: CHS INC.
Description of Security: 4.52% Series M
Senior Notes due June 9, 2021
PPN: 12542R C@7
Description of Security: 4.67% Series N
Senior Notes due June 9, 2023
PPN: 12542R C#5
Due date and application (as among
principal, interest and Make-Whole Amount)
of the payment being made:
   
 
Address / Fax # for notices
related to payments
 
ING Investment Management LLC
5780 Powers Ferry Road NW, Suite 300
Atlanta, GA 30327-4347
Attn: Operations/Settlements
Fax: (770) 690-5316
   
 
Address / Fax # for all other
notices
 
ING Investment Management LLC
5780 Powers Ferry Road NW, Suite 300
Atlanta, GA 30327-4347
Attn: Private Placements
Fax: (770) 690-5342
   
 
Instructions re Delivery of Notes  
The Bank of New York Mellon
One Wall Street
Window A — 3rd Floor
New York, NY 10286
Ref: ILIAC /Acct. 216101
Cc: Lindy Freitag, Esq.
   
 
Signature Block  
ING LIFE INSURANCE AND ANNUITY COMPANY
By: ING Investment Management LLC, as Agent
By:     
Name:
   
Title:
   
 
Tax identification number  
71-0294708
   
 

61

     
Purchaser Name   ING USA ANNUITY AND LIFE INSURANCE COMPANY
Name in which to register Note(s)  
ING USA ANNUITY AND LIFE INSURANCE COMPANY
   
 
Note Registration Number(s);
Principal Amount(s)
 
RM-27; $3,200,000
RN-17; $10,100,000
   

Payment on account of Note(s)
Method
Account information
 
Federal Funds Wire Transfer
The Bank of New York Mellon
ABA#: 021000018
Account: IOC 566/INST’L CUSTODY (for
scheduled principal and interest payments)
or
Account: IOC 565/INST’L CUSTODY (for all
payments other than scheduled principal and
interest)
For further credit: ING USA/Acct. No. 136373
Ref: “Accompanying Information” below
   
 
Accompanying information  
Name of Company: CHS INC.
Description of Security: 4.52% Series M
Senior Notes due June 9, 2021
PPN: 12542R C@7
Description of Security: 4.67% Series N
Senior Notes due June 9, 2023
PPN: 12542R C#5
Due date and application (as among
principal, interest and Make-Whole Amount)
of the payment being made:
   
 
Address / Fax # for notices
related to payments
 
ING Investment Management LLC
5780 Powers Ferry Road NW, Suite 300
Atlanta, GA 30327-4347
Attn: Operations/Settlements
Fax: (770) 690-5316
   
 
Address / Fax # for all other
notices
 
ING Investment Management LLC
5780 Powers Ferry Road NW, Suite 300
Atlanta, GA 30327-4347
Attn: Private Placements
Fax: (770) 690-5342
   
 
Instructions re Delivery of Notes  
The Bank of New York Mellon
One Wall Street
Window A — 3rd Floor
New York, NY 10286
Ref: ING USA /Acct. 136373
Cc: Lindy Freitag, Esq.
   
 
Signature Block  
ING USA ANNUITY AND LIFE INSURANCE COMPANY
By: ING Investment Management LLC, as Agent
By:     
Name:
   
Title:
   
 
Tax identification number  
41-0991508
   
 

62

     
Purchaser Name   RELIASTAR LIFE INSURANCE COMPANY
Name in which to register Note(s)  
RELIASTAR LIFE INSURANCE COMPANY
   
 
Note Registration Number(s);
Principal Amount(s)
 
RM-28; $4,300,000
RN-18; $14,000,000
   

Payment on account of Note(s)
Method
Account information
 
Federal Funds Wire Transfer
The Bank of New York Mellon
ABA#: 021000018
Account: IOC 566/INST’L CUSTODY (for
scheduled principal and interest payments)
or
Account: IOC 565/INST’L CUSTODY (for all
payments other than scheduled principal and
interest)
For further credit: RLIC/Acct. No. 187035
Ref: “Accompanying Information” below
   
 
Accompanying information  
Name of Company: CHS INC.
Description of Security: 4.52% Series M
Senior Notes due June 9, 2021
PPN: 12542R C@7
Description of Security: 4.67% Series N
Senior Notes due June 9, 2023
PPN: 12542R C#5
Due date and application (as among
principal, interest and Make-Whole Amount)
of the payment being made:
   
 
Address / Fax # for notices
related to payments
 
ING Investment Management LLC
5780 Powers Ferry Road NW, Suite 300
Atlanta, GA 30327-4347
Attn: Operations/Settlements
Fax: (770) 690-5316
   
 
Address / Fax # for all other
notices
 
ING Investment Management LLC
5780 Powers Ferry Road NW, Suite 300
Atlanta, GA 30327-4347
Attn: Private Placements
Fax: (770) 690-5342
   
 
Instructions re Delivery of Notes  
The Bank of New York Mellon
One Wall Street
Window A — 3rd Floor
New York, NY 10286
Ref: RLIC /Acct. 187035
Cc: Lindy Freitag, Esq.
   
 
Signature Block  
RELIASTAR LIFE INSURANCE COMPANY
By: ING Investment Management LLC, as Agent
By:     
Name:
   
Title:
   
 
Tax identification number  
41-0451140
   
 

SCHEDULE B
DEFINED TERMS

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

Additional Notes” is defined in Section 1.2.

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

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

Affiliated Entity” means the Subsidiaries of the Company and any of their or the Company’s respective Controlled Affiliates. As used in this definition, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Agreement, this” is defined in Section 17.3.

“Anti-Money Laundering Laws” is defined in Section 5.17(c).

“Blocked Person” is defined in Section 5.17(a).

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

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

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

“Change in Control” means any Person or Persons acting in concert, together with the Affiliates thereof, directly or indirectly controlling or owning (beneficially or otherwise) in the aggregate more than 50% of the aggregate voting power of the issued and outstanding Voting Interests of the Company.

CoFina” means collectively, Cofina Financial, LLC, and each of its Subsidiaries.

CoFina Debt” means, on any date of determination, Debt owing by CoFina in connection with the sale or financing of CoFina Loan Assets, and in respect of which neither the Company nor any of its other Subsidiaries has any obligation (including, without limitation, any indemnification obligation) or liability.

“CoFina Loan Assets” means loan assets owned and loan commitments made by CoFina or a Wholly-Owned Subsidiary in the ordinary course of business.

“Closing” is defined in Section 3.

“CoBank” means Co-Bank, ACB, a United States Agricultural Credit Bank.

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

“Company” is defined in the introductory paragraph hereof.

“Confidential Information” is defined in Section 20.

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

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

“Consolidated Members’ and Patrons’ Equity” means, with respect to the Company and its Subsidiaries, the amount of equity accounts, plus (or minus in the case of a deficit) the amount of surplus and retained earnings accounts of the Company and its Subsidiaries, plus (or minus in the case of a deficit), to the extent not included in such equity accounts, the minority interests in Subsidiaries; provided that the total amount of intangible assets of the Company and its Subsidiaries (including, without limitation, unamortized debt discount and expense, deferred charges and goodwill) included therein shall not exceed $30,000,000 (and to the extent such intangible assets exceed $30,000,000, they will not be included in the calculation of Consolidated Members’ and Patrons’ Equity); all as determined on a consolidated basis in accordance with GAAP consistently applied.

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

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

“Debt” means with respect to any Person

(a) all obligations of such Person for borrowed money (including all obligations for borrowed money secured by any Lien with respect to any property owned by such Person whether or not such Person has assumed or otherwise become liable for such obligations),

(b) all obligations of such Person for the deferred purchase price of property acquired by such Person (excluding accounts payable arising in the ordinary course of business but including all liabilities created or arising under any conditional sale or other title retention agreement with respect to such property),

(c) all Capitalized Lease Obligations of such Person,

(d) the aggregate amount of CoFina Loan Assets subject to a sale or financing arrangement, and

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

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

“Debt Prepayment Application” is defined in Section 10.7(c).

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

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

“Designated Portion” is defined in Section 10.7(b).

“Disclosure Documents” is defined in Section 5.3.

“Disposition Value” is defined in Section 10.7(c).

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

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

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

“Electronic Delivery” is defined in Section 7.1(a).

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

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

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

“Event of Default” is defined in Section 11.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Transfers” is defined in Section 10.7(a).

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

Form 10-Qis defined in Section 7.1(a).

Form 10-Kis defined in Section 7.1(b).

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

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

“Governmental Authority” means

(a) the government of

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

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

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

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

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

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

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

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

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

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

“holder” means, with respect to any Note, the Person in whose name such Note is registered in the register maintained by the Company pursuant to Section 13.1, provided, however, that if such Person is a nominee, the “holder” shall also include the beneficial owner of such Note.

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

Incorporated Provision” is defined in Section 1.2(e).

INHAM Exemption” is defined in Section 6.2(e).

“Institutional Investor” means (a) any original purchaser of a Note, (b) any holder of a Note holding more than 5% of the aggregate principal amount of the Notes then outstanding, and (c) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form.

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

“Make-Whole Amount” is defined in Section 8.7.

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

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

“Memorandum” is defined in Section 5.3.

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

“NAIC” means the National Association of Insurance Commissioners or any successor thereto.

“NAIC Annual Statement” is defined in Section 6.2(a).

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

“Net Proceeds Amount” is defined in Section 10.7(c).

“Notes” is defined in Section 1.2.

OFAC” is defined in Section 5.17(a).

OFAC Listed Person” is defined in Section 5.17(a).

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

“Ordinary Course Transfer” is defined in Section 10.7(a).

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

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

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

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

“Priority Debt” means, at any time, without duplication, the sum of

(a) all then outstanding Debt of the Company or any Subsidiary secured by any Lien on any property of the Company or any Subsidiary (other than Debt secured only by Liens permitted under paragraphs (a) through (j) of Section 10.6); provided that any CoFina Debt in an aggregate amount not to exceed $500,000,000 secured by any Lien on any CoFina Loan Asset, will not be deemed to constitute Priority Debt, plus

(b) all Funded Debt of Subsidiaries of the Company.

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

“Proposed Prepayment Date” is defined in Section 8.2(a).

“PTE” is defined in Section 6.2(a).

“Purchaser” is defined in the introductory paragraph hereof.

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

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

“Ratable Portion” is defined in Section 10.7(c).

“Reinvested Transfer” is defined in Section 10.7(b).

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

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

“SEC” shall mean the Securities and Exchange Commission of the United States, or any successor thereto.

Securities” or “Security” shall have the meaning specified in Section 2(1) of the Securities Act.

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

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

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

Series” means any one or more Series of Notes issued hereunder or pursuant to any Supplement.

Series L Notes” is defined in Section 1.1(a).

Series M Notes” is defined in Section 1.1(b).

Series N Notes” is defined in Section 1.1(c).

Series O Notes” is defined in Section 1.1(d).

“Source” is defined in Section 6.2.

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

“Substantial Portion” is defined in Section 10.7(c).

Supplement” is defined in Section 1.2.

“Surviving Corporation” is defined in Section 10.2(b)(i).

“SVO” means the Securities Valuation Office of the NAIC or any successor to such Office.

2011 Notes” is defined in Section 1.1.

“Transfer” is defined in Section 10.7(c)(v).

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

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

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

SCHEDULE 4.9
CHANGES IN CORPORATE STRUCTURE

None.

SCHEDULE 5.3
DISCLOSURE MATERIALS

None.SCHEDULE 5.4
SUBSIDIARIES OF THE COMPANY AND OWNERSHIP OF SUBSIDIARY STOCK
DOMESTIC

                                                                                 
                                Date CHS Interest           State/   Foreign/       State   Contributed   Investment        
Active/ Inactive   Name   Address   Type   Business Description   Ownership By   Division   Incorp. Date   Acquired   Date Dissolved   Fiscal End   Country of Incorp.   Domestic   Fed ID #   ID #   Capital   11/30/09        
                Lease & operate ADM                                                        
        5500 Cenex Drive       Facilities at Havre                                                        
        PO Box 64089       & Big Sandy, MT and                                                        
        St. Paul,       CHS Facilities at                                                        
A   ADM/CHS, LLC   MN 55164   LLC   Havre & Rudyard, MT   55% ADM; 45% CHS   Country Operations   6/5/2000   6/5/2000       31-Dec   Delaware   D   81-0535982       $585,000.00   $2,243,041        
                    50% CHS, 50%                                                    
                    Central Valley Ag                                                    
    Advanced Energy   1007 County Road O       Energy products   Cooperative,                                                    
A   Fuels, LLC   Oakland, NE 68045   LLC   sales and services   Nonstock   Country Operations   10/26/2009   10/26/2009       31-Aug   Nebraska   D   27-1989938       $1,200,000.00            
        5500 Cenex Drive                                                                    
    Ag States Agency of   PO Box 64089                                                                    
A   Montana, Inc.   St. Paul, MN 55164   Corp   Insurance Agency   100% CHS   Business Solutions   10/11/1977   10/11/1977       31-Dec   Montana   D   81-0372838   1504-LLC           $-   8/28/1995    
        5500 Cenex Drive                                                                        
A   Ag States Agency,
LLC
  PO Box 64089
St. Paul, MN 55164
  LLC  
Independent
insurance agency
  100% by CHS (Eff.
4/21/05)
 
Business Solutions
 
12/27/1994
 
12/27/1994
 
 
31-Aug
 
Minnesota
 
D
 
41-1795536
 
 
$7,000,000.00
 
$10,329,394
 

 

               
 
                                                         
 
A   Ag States
Reinsurance
Company, IC
  1090 Vermont Avenue
NW
Washingotn, DC
20005
  Corp  
Cell Captive
Insurer of Impact
Risk Funding, Inc.,
PCC
 

100% Impact Risk
Funding, Inc.
 


Business Solutions
 


8/24/2010
 


8/24/2010
 


 


31-Aug
 


Washington DC
 


D
 


 


 


 


$400,000
 



 



               
 
                                                         
 
A   Agriliance LLC   5500 Cenex Drive
PO Box 64089
St. Paul, MN 55164
3315 North Oaks
Trafficway Kansas
City, MO 64116
 


LLC
 



Sale of fertilizer
and agronomy
products
 


50% LOL; 50% UCB
(UCB owned 100% by
CHS)
 




Ag Business
 




1/5/2000
 




1/5/2000
 




 




31-Aug
 




Delaware
 




D
 




41-1961003
 




 




 




$37,381,865
 





 





               
 
                                                         
 
A   Agro Distribution,
LLC
  5500 Cenex Drive
PO Box 64089
St. Paul, MN 55164
  LLC  
Formed to acquire
various Terra
facilities in 31
states
 

100% Agriliance
 

Ag Business
 

6/4/1999
 

6/4/1999
 

 

31-Aug
 

Delaware
 

D
 

41-1941923
 

 

$50,000,000 by each
member
 



 



 



               
 
                                                 
 
 
A   AgXML, LLC   Suite 2000
666
Grand Avenue
Des Moines, IA
50309-2510
  LLC  
Organized for the
purpose of
achieving
efficiencies by
establishing
standards for grain
& oilseed
industries in
electronic commerce
 






CHS — 1,200
Membership Units
 







Ag Business
 







4/9/2001
 







4/9/2001
 







 







 







Iowa
 







D
 







42-6619123
 







251946
 








 








 








 








               
 
                                         
 
 
 
A   Allied Agronomy
Limited Liability
Company
  P.O. Box 346
Edgeley, North
Dakota 58433
  LLC  
Agronomy Business
  71.72% Allied
Energy and 28.28%
CHS
  Country Operations   1/1/2001   1/1/2001       31-Aug   North Dakota   D   45-045933       $ 312,837.00     $ 1,272,061         LLC
Formed
without
Corporate
Office’s Knowledge
               
 
                                                               
A   Battle Creek/CHS,
LLC (d/ba
Progressive
Nutrition)
  PO Box 56
Norfolk, NE
68702-0056
  LLC  
Retail feed business
  50% CHS; 50% Battle
Creek Farmers
Cooperative
(Consolidated on
CHS Financials)
 



Country Operations
 



3/7/2001
 



3/7/2001
 



 



31-Aug
 



Delaware
 



D
 



39-2021496
 



 



 



$730,470
 




 




               
 
                                                         
 
A   Beverage Franchise
LLC
  2120 Third Ave.
No., Billings, MN
59101
  LLC  
Serves as
franchisor for
Partnered Beverages
LLC
 

100% Partnered
Beverages LLC
 


Energy
 


3/29/2007
 


3/29/2007
 


 


 


Montana
 


D
 


 


C167608
 



 



 



 



               
 
                                         
 
 
 
A   CENEX AG, Inc.
(formerly FUCEI-E,
Inc.) We need to
keep this alive
since we still have
a balance sheet due
to environmental
matters
 




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





Corp
 






Sale of feed and
seed products.
 






100% CHS
 






 






10/23/1974
 






10/23/1974
 






 






31-Aug
 






Delaware
 






D
 






41-1248837
 






 






 






$145,555
 







 







               
 
                                                         
 
A   Cenex Petroleum,
Inc.
  5500 Cenex Drive
PO Box 64089
St. Paul, MN 55164
  Corp  
Retail sales and
distribution of
petroleum and other
related products.
 


100% CHS
 


Energy
 


7/11/1996
 


7/11/1996
 


 


 


Minnesota
 


D
 


41-1847046
 


MN 9G-315
 


 


$1,866,268
 



 



               
 
                                                         
 

63

                                                                     
        5500 Cenex DrivePO       Operating                                                    
        Box 64089St. Paul,       Subsidiary for                                                    
A   CENEX Pipeline, LLC   MN 55164   LLC   pipeline operations   100% CHS   Energy   5/4/1998   5/4/1998           Minnesota   D               $49,831,214    
                Owning and                                                    
        Highway 191 North       operating a propane   CHS 53.38% and                                                
    Central Montana   Box 22 Lewistown,       wholesale and   Moore Farmers Oil                                                
A   Propane, LLC   Montana59457   LLC   resale operatintion   Company 46.62%   Country Operations   9/16/1997   3/1/2000       31-Aug   Montana   D   81-0513866           $665,498    
                Operates locations                                                    
                at Aneta, Coutenay,                                                    
                Cooperstown,                                                    
    Central Plains Ag   PO Box 306, Ulen,       Hannaford, McVille   50% CHS; 50%                                                
A   Services LLC   MN 56585   LLC   and Walum, ND   Triangle Ag, LLC   Country Operations   6/2/2008   6/2/2008       31-Jul   Minnesota   D   26-2740740           $3,522,311    
                Carrying on a                                                    
                supply business, as                                                    
                a cooperative,                                                    
                engaging in any                                                    
A   CHS-Hamilton, Inc.   5500 Cenex Drive,
Inver Grove
Heights, MN 55077
  Corp  
activity or service
in connection with
the sale of crop
inputs, energy
products and
agricultural supply
products
 





100% CHS
 





Country Operations
 





3/14/2011
 





3/14/2011
 





 





31-Aug
 





Michigan
 





D
 





45-0974098
 






 






 






 






               
 
                                     
 
 
 
A   CHS — Holdrege, Inc.   5500 Cenex Drive,
Inver Grove
Heights, MN 55077
  Coop  
Carrying on a
supply business, as
a cooperative,
engaging in any
activity or service
in connection with
the sale of crop
inputs, energy
products and
agricultural supply
products
 









100% CHS
 









Country Operations
 









11/14/2008
 









11/14/2008
 









 









31-Aug
 









Nebraska
 









D
 









26-3845820
 









 









 









$26,297
 










               
 
                                                 
A   CHS Holdings, Inc.   5500 Cenex Drive
PO Box 64089
St. Paul, MN 55164
  Corp  
Rail at Joliette,
ND; formerly owned
CHS Inc. interest
in Agro
Distribution LLC
 



100% CHS
 



Country Operations
 



4/20/1999
 



4/20/1999
 



 



31-Aug
 



Minnesota
 



D
 



41-1947300
 



 



$10.00
 



$-
 




               
 
                                                 
A   CHS Inc.   5500 Cenex Drive
PO Box 64089
St. Paul, MN 55164
  Self  
Combined
Corporation (Cenex
and HSC)
 

100% CHS
 

Corporate
 

7/15/1936
 

7/15/1936
 

 

 

Minnesota
 

D
 

41-0251095
 

MN Corp.
 


 


 


               
 
                                         
 
 
A   CHS-Blackfoot, Inc.   477 West Highway
26, Blackfoot, ID
83221
  Corp  
Organized to
transact any and
all lawful business
for which
corporations may be
incorporated under
the Idaho Business
Corporations Act.
 






100% CHS
 






Country Operations
 






3/30/2006
 






3/30/2006
 






 






31-Aug
 






Idaho
 






D
 






30-0357896
 






 






 






$4,722,155
 







               
 
                                                 
A   CHS-Brush, Inc.   5500 Cenex Drive
PO Box 64089
St. Paul,
MN 55164
  Corp  
Any and all lawful
business of which
corporations may be
incorporated under
the Colorado
Business
Corporations Act
 





100% CHS
 





Country Operations
 





10/9/2007
 





10/9/2007
 





 





31-Aug
 





Colorado
 





D
 





26-1297271
 





 





 





$295,005
 






               
 
                                                 
A   CHS-Chokio   5500 Cenex Drive
Inver Grove
Heights, MN
55077-2112
 


Coop
 



 


100% CHS
 


Country Operations
 


7/28/2006
 


7/28/2006
 


 


31-Aug
 


Minnesota
 


D
 


33-1148125
 


 


 


$2,836,831
 



               
 
                                                 
A   CHS-Corsica   5500 Cenex Drive
Inver Grove
Heights, MN 55077
  Coop  
Farm Supply
business, as a
cooperative,
engaging in any
activity or service
in connection with
the purchase, sale
and handling of
energy products.
 







100% CHS
 







Country Operations
 







6/25/2007
 







6/25/2007
 







 







31-Aug
 







South Dakota
 







D
 







35-2303251
 







 







 







$1,266,985
 








               
 
                                                 
A   CHS-Fairdale   5500 Cenex Drive
PO Box 64089
St. Paul, MN 55164
  Coop  
Engage in any
activity within the
purposes for which
a cooperative may
be organized under
North Dakota
Statute 10-15
 





100% CHS
 





Country Operations
 





8/29/2006
 





8/29/2006
 





 





31-Aug
 





North Dakota
 





D
 





33-1148124
 





 





 





$951,663
 






               
 
                                                 
A   CHS-Farmco, Inc.   5500 Cenex Drive
PO Box 64089
St. Paul, MN 55164
  Corp  
Organized to
transact any and
all lawful business
for which
corporations may be
incorporated under
Chapter 17 of the
KSA
 






100% CHS
 






Country Operations
 






3/13/2006
 






3/13/2006
 






 






31-Aug
 






Kansas
 






D
 






61-1501377
 






3909926
 






 






$863,537
 







               
 
                                                 
A   CHS-FUCOC   5500 Cenex Drive
P.O. Box 64089
St. Paul, MN
55164-0089
  Coop  
Organized for the
purpose of carrying
on a supply
business, as a
cooperative,
engaging in any
activity or service
in connection with
the sale of crop
inputs, energy
products and
agricultural supply
products
 











100% CHS
 











Country Operations
 











8/14/2008
 











8/14/2008
 











 











31-Aug
 











Minnesota
 











D
 











26-3210249
 











 











 











$2,154,725
 












               
 
                                                 
               
 
                                  45-0974098  
 
 
 
               
 
                                     
 
 
 
A   CHS-Hinton Inc.   5500 Cenex Drive,
Inver Grove
Heights, MN 55077
  Coop  
Carrying on a
supply business, as
a cooperative,
engaging in any
activity or service
in connection with
the sale of crop
inputs, energy
products and
agricultural supply
products
 









100% CHS
 









Country Operations
 









4/8/2009
 









5/18/2009
 









 









 









Oklahoma
 









D
 









26-4708332
 









 









 









$118,505
 










               
 
                                                 
A   CHS-M&M, Inc.   5500 Cenex Drive
Inver Grove
Heights, MN 55077
 

Corp
 


 

100% CHS
 

Country Operations
 

3/23/2007
 

3/23/2007
 

 

31-Aug
 

Colorado
 

D
 

20-8704763
 

 

 

$4,213,150
 


               
 
                                                 
A   CHS-Mitchell   1320 West Havens
Mitchell, SD 57301
  Coop  
Carrying on a farm
supply business, as
a cooperative,
engaging in any
activity or service
in connection with
the purchase, sale
and handling of
energy products.
 







100% CHS
 







Country Operations
 







4/18/2005
 







4/18/2005
 







 







31-Aug
 







South Dakota
 







D
 







75-3192388
 







 







 







$4,495,748
 








               
 
                                                 
A   CHS-Napoleon   5500 Cenex Drive
P.O. Box 64089
St. Paul, MN
55164-0089
  Coop  
Engage in any
activity within the
purposes for which
a cooperative may
be organized under
North Dakota
Statute 10-15
 





100% CHS
 





Country Operations
 





11/21/2007
 





11/21/2007
 





 





31-Aug
 





North Dakota
 





D
 





26-1503181
 





 





 





$1,608,394
 






               
 
                                                 
A   CHS-Oklee   5500 Cenex Drive
P.O. Box 64089
St. Paul, MN
55164-0089
  Coop  
Organized for the
purpose of carrying
on a grain and
supply business, as
a coopertive,
engaging in any
activity or service
in connection with
the handling and
marketing of grain,
as well as the sale
of crop inputs and
agricultural supply
products.
 












100% CHS
 












Country Operations
 












2/19/2009
 












2/19/2009
 












 












31-Aug
 












Minnesota
 












D
 












26-4399913
 












 












 












$2,472,967
 













               
 
                                                 
A   CHS-SLE Land, LLC   278 E. Ravenna
Road, Belle Chasse,
LA 70037
  LLC  
Owns Tract E-2 in
Plaquemines Parish,
LA
  50% CHS; 50% South
Louisiana Ethanol,
LLC
 

Ag Business
 

7/24/2007
 

7/24/2007
 

 

31-Aug
 

Louisiana
 

D
 

 

365-3244K
 

 

$129,260
 


               
 
                                                 
A   CHS-St. John, Inc.   5500 Cenex Drive
Inver Grove
Heights, MN 55077
  Corp  
The transaction of
any and all lawful
business for which
associations may be
ncorporated under
this Chapter.
 




100% CHS
 




Country Operations
 




1/20/2009
 




1/20/2009
 




 




31-Aug
 




Washington
 




D
 




26-4192534
 




 




 




$967,806
 





               
 
                                                 
A   CHS-SWMN   5500 Cenex Drive
P.O. Box 64089
St. Paul, MN
55164-0089
  Coop  
Organized for the
purposes of
carrying on a grain
and supply
business, as a
cooperative,
engaging in any
activity or service
in connection with
the handling and
marketing of grain,
as well as the sale
of crop inputs and
agricultural supply
products.
 













100% CHS
 













Country Operations
 













8/14/2008
 













8/14/02008
 













 













31-Aug
 













Minnesota
 













D
 













26-3210249
 













 













 













$3,084,308
 














               
 
                                                 
A   CHS-Walla Walla,
Inc.
  P.O. Box 64089
St. Paul, MN
55164-0089
  Coop  
Grain and supply
business as a
cooperative
 

100% CHS
 

Country Operations
 

11/27/2007
 

11/27/2007
 

 

31-Aug
 

Washington
 

D
 

26-1715243
 

 

 

$2,770,760
 


               
 
                                                 
A   CHS-Wallace County,
Inc.
  P.O. Box 64089
St. Paul, MN
55164-0089
  Corp  
The transaction of
any and all lawful
business of which
corporations may be
incorporated under
Chapter 17 of the
Kansas Statutes
Annotated.
 






100% CHS
 






Country Operations
 






2/17/2005
 






2/17/2005
 






 






31-Aug
 






Kansas
 






D
 






43-2079564
 






 






 






$1,846,535
 







               
 
                                                 
A   CHS-White Lake   P.O. Box 64089
St. Paul, MN
55164-0089
  Coop  
Carrying on a farm
supply business, as
a cooperative,
engaging in any
activity or service
in connection with
the purchase, sale
and handling of
agronomy and energy
products.
 








100% CHS
 








Country Operations
 








11/3/2008
 








11/3/2008
 








 








31-Aug
 








South Dakota
 








D
 








26-3723196
 








 








 








$1,105,433
 









               
 
                                                 
A   CHS-Winger   P.O. Box 64089
St. Paul, MN
55164-0089
  Coop  
Carrying on a grain
and supply
business, as a
cooperative,
engaging in any
activity or service
in connection with
the handling and
marketing of grain,
as well as the sale
of crop inputs and
agricultural suppy
products
 











100%CHS
 











Country Operations
 











4/24/2009
 











4/24/2009
 











 











31-Aug
 











Minnestoa
 











D
 











26-4833913
 











 











 











$626,506
 












               
 
                                                 
A   Circle Land
Management, Inc.
  PO Box 909; Laurel,
MT 59044
  Corp  
Land Mgt. for
property around
Laurel MT refinery
 

100% CHS
 

Energy
 

5/5/1993
 

5/5/1993
 

 

 

Minnesota
 

D
 

41-1750051
 

 

 

$1,485,328
 


               
 
                                                 
A   Clear Creek
Transportation, LLC
  c/o Marathon Oil
Co. 539 S. Main
Street Findlay,
Ohio 45840
 

LLC
 


Transporter of
crude oil
 


100% NCRA
 


Energy
 


7/21/1958
 


Unknown
 


 


 


Kansas
 


D
 



 



 



 



 



               
 
                                 
 
 
 
 
A   Cofina Financial,
LLC
  5500 Cenex Drive
Inver Grove
Heights, MN 55077
  LLC  
Lending Services
  100% CHS (8/31/08);
previously CHS 49%;
Cenex Finance
Association 51%
 


Business Solutions
 


2/9/2005
 


2/9/2005
 


 


31-Aug
 


Minnesota
 


D
 


20-2409352
 


1224194-2
 


 


$82,721,540
 



               
 
                                                 
A   Cofina Funding, LLC   5500 Cenex Drive
Inver Grove
Heights, MN 55077
 
LLC
 

Lending Services
 
100% Cofina
Financial LLC
 

Business Solutions
 

8/9/2005
 

8/9/2005
 

 

31-Aug
 

Delaware
 

D
 


 


 


 


 


               
 
                                 
 
 
 
 
A   Cofina ProFund LLC   5400 Cenex Drive
Inver Grove Heights,
MN 55077
 
LLC
 

 
100% Cofina
Financial LLC
 

Business Solutions
 

10/11/2010
 

10/11/2010
 

 

31-Aug
 

Minnesota
 

D
 


 


 


 


 


               
 
                                 
 
 
 
 
A   CoGrain   560 W. Grain
Terminal Rd.,
Pasco, WA 99301
  Coop  
 
  Ritzville Warehouse
Company 7.273%; CHS
54.5%; Pendleton
Grain Growers
1.818%; Odessa
Union Warehouse
Co-op 36.364%
 




Country Operations
 




9/21/1990
 




6/1/1996
 




 




 




Washington
 




D
 




 




 




 




$25000Invest
$75000Loan
 






               
 
                                                 
A   Colorado Retail
Ventures Services,
L.L.C.
  1020 W. Main,
Sterling, CO 80751
  LLC  
 
  CHS-M&M
Cooperative-18.63%,
CHS-Farmco — 12.2%,
CHS Common
Controlled Entities
30.8%, other
 




Country Operations
 




1/17/1996
 




 




 




 




Colorado
 




D
 




 




 




 




$1,691,487
 





               
 
                                                 
A   Cooperative
Agronomy Services
  110 East Aspen
Avenue, Groton, SD
  Coop  
Dry and liquid
fertilizer company
(15000 tons)
  CHS 23.33 (3500
tons); 4 Seasons
53.33 (8000 tons);
Chelsea 1333 (2000
tons); Ellendale -
10.00 (1500 Tons)
 

Ag Business
 

 

9/4/2007 — CHS
acquired
Agriliances
interest
 




 




1-Jun
 




South Dakota
 




D
 




 




 




 




$168,498
 





               
 
                                                 
A   Cornerstone Ag, LLC
(Acquired with
merger with Farmco,
Inc. — Tribune, KS)
  2148 Country Road
Q, Colby, KS 67701
  LLC  
Acquisition and
Operation of
Cargill, Inc. grain
origination crop
input, feed & fuel
facilities in
Colby, KS
 

CHS (was Farmco,
Inc.) 33.65%,
Cargill 50%,
Frontier Equity
Exchange 16.35%
 





Country Operations
 





6/1/2000
 





11/16/2006
 





 





31-Jan
 





Delaware
 





D
 





43-1890627
 





3237434
 





 





$4,459,877
 






               
 
                                                 
A   Country Hedging,
Inc.
  5500 Cenex Drive
PO Box 64089
St. Paul, MN 55164
  Corp  
Full service
commodity futures
and option
brokerage
 


100% CHS
 


Business Solutions
 


8/20/1986
 


8/20/1986
 


 


31-Aug
 


Delaware
 


D
 


41-1556399
 


 


 


$875,000
 



               
 
                                                 
A   Crestline Crop
Nutrients LLC
  2025 W State Street
Fremont, OH 43420
  LLC  
Fertilizer
warehousing,
handling and
distribution
services.
 

     % CHS;       
Sunrise
Cooperative, Inc.
 



Crop Nutrients
 



12/16/2010
 



12/16/2010
 



 



 



Ohio
 



D
 



 



1983481
 




 




 




               
 
                                         
 
 
A   Dakota Agronomy
Partners, L.L.C.
  2550 Valley Street
Minot, ND 58701
  LLC  
An agronomy LLC
that includes our
SunPrairie Grain
division (Minot)
and 1 local coops
  50% CHS (Sun
Prairie Grain), 50%
FUOC Minot
(consolidated on
CHS financials)
 



Country Operations
 



2/1/1999
 



2/1/1999
 



 



31-Dec
 



North Dakota
 



D
 



45-0452261
 



 



 



$2,808,199
 




               
 
                                                 
A   Dakota Quality
Grain Cooperative,
LLC
  5500 Cenex Drive
Inver Grove
Heights, MN 55077
  LLC  
Ag business;
selling crop inputs
and marketing grain
  50% CHS; 50% Dakota
Quality Grain
Cooperative
 

Business Solutions
 

4/10/2006
 

4/10/2006
 

 

 

Minnesota
 

D
 

20-4830381
 

1795977-2
 

 

$3,240,000
 


               
 
                                                 
A   Energy Partners, LLC   4570 N. Reserve
Street Missoula, MT
59808
  LLC  
Joint Venture
related to energy
  50% CHS; 50%
Missoula Electric
Cooperative
 

Country Operations
 

8/28/2000
 

8/28/2000
 

 

31-Aug
 

Montana
 

D
 

81-0535898
 

 

$1,700,000.00
 

$3,259,557
 


               
 
                                                 
A   Fin-Ag, Inc.   4001 South Westport
Avenue
P.O. Box 88808
Sioux Falls, SD
57105
  Corp  
Provides cattle
feeding and swine
financing loans;
facility financing
loans; crop
production loans,
and consulting
services
 






100% CHS
 






Country Operations
 






12/17/1987
 






12/17/1987
 






 






31-Aug
 






South Dakota
 






D
 






46-0398764
 






 






 






$150,000
 







               
 
                                                 
A   Five Valleys Gas
Company
  5500 Cenex Drive
PO Box 64089
St. Paul, MN 55164
  Corp  
formed to acquire
and operate the
assets of Seeley
Lake Gas
Company(propane
Fuel Sales) in
Seeley Lake, MT
 



Energy Partners,
LLC (CHS owns 50%
of Energy Partners)
 



Country Operations
 



11/15/2002
 



11/15/2002
 



 



31-Aug
 



Montana (was a MN
corporation prior
to this)
 





D
 





41-1943236
 






 






 






 






               
 
                                     
 
 
 
A   Front Range
Pipeline, LLC
  5500 Cenex Drive
PO Box 64089
St. Paul, MN 55164
  LLC  
To own and operate
the Front Range
Pipeline
 

100% CHS
 

Energy
 

3/23/1999
 

3/23/1999
 

 

 

Minnesota
 

D
 

41-1935715
 

 

 

$54,337,365
 


               
 
                                                 
A   Genetic Marketing
Group, LLC
  29768 S.R. 231
North Reardon, WA
99029
  LLC  
Seed Partner with
BASF;
  Pendleton Grain
Growers, Inc.,
Central Washington
Grain Growers,
Inc.,Cooperative
Agricultural
Produces, Inc.,
Reardon Seed
Company, Inc.,
Primeland
Cooperatives a div.
Of CHS, Mid
Columbia Producers,
Inc, and Northwest
Grain Growers, Inc.
(each own 14.286%)
 














Country Operations
 














1/18/2002
 














 














 














31-Dec
 














Washington
 














D
 














91-2173968
 














 














 














$21,231
 















               
 
                                                 
A   Green Bay Terminal
Corporation
  c/o Marathon Oil
Co. 539 S. Main
Street Findlay,
Ohio 45840
 
Corp
 

Terminal storage
facility for
petroleum
 

CHS — 33.3%; 66%
Marathon
 


Energy
 


2/24/1953
 


2/24/1953
 


 


31-Dec
 


Wisconsin
 


D
 


 


 


$90,000.00
 


$387,276
 



               
 
                                                 
A   Horizon Milling L.P.   15407 McGinty Road
West
Wayzata, MN 55391
  Limited Part.  
Cross border
trading between US
and Canada of wheat
flour and
byproducts
  24% CHS Inc.
(limited partner);
75% Cargill Flour,
Inc. (limited
partner); 1%
Cargill Flour, Inc.
(general partner)
 





Processing
 





9/22/2006
 





9/22/2006
 





 





31-May
 





Delaware
 





D
 





 





 





 





IncludedinHorizonMillingGP
 






               
 
                                                 
A   Horizon Milling, LLC   15407 McGinty Road
West
Wayzata, MN 55391
 

LLC
 


Flour Milling joint
venture
 

24% CHS
76% Cargill
 


Processing
 


12/19/2001
 


12/19/2001
 


 


 


Delaware
 


D
 


 


 


 


$49,940,295
 



               
 
                                                 
A   Impact Risk Funding
Inc., PCC
  1090 Vermont Avenue
NW
Washingotn, DC
20005
 

Corp
 


Captive Insurance
Company
 

100% Ag States
Agency, LLC
 


Business Solutions
 


8/24/2010
 


8/24/2010
 


 


31-Aug
 


Washington DC
 


D
 


 


 


 


$400,000
 



               
 
                                                 
A   Impact Risk
Solutions, LLC
  5500 Cenex Drive,
Inver Grove
Heights, MN 55077
 
LLC
 

Insurance agency
 
100% Ag States
Agency
 

Business Solutions
 

6/20/2007
 

6/20/2007
 

 

31-Aug
 

Minnesota
 

D
 

26-0390110
 

 

 

$(3,980,728)
 


               
 
                                                 
A   Imperial Valley
Terminal, LLC
  5500 Cenex Drive,
Inver Grove
Heights, MN 55077
  LLC  
Grain storage and
handling.
  50% CHS, 50%
Sunrise Ag Service
Company
 

Ag Business
 

3/14/2007
 

3/14/2007
 

 

 

Illinois
 

D
 

45-0555333
 

 

 

$2,279,008
 


               
 
                                                 
A   La Canasta of
Minnesota, Inc.
  5500 Cenex Drive,
Inver Grove
Heights, MN 55077
  Corp  
Sold assets 5/31/05
to Gruma. Still
own company
  Acquired with
Sparta Foods,
wholly owned
subsidiary of
Sparta Foods
 



Processing
 



11/18/1980
 



6/1/2000
 



 



 



Minnesota
 



D
 



 



 



 



$-
 




               
 
                                                 
A   Latty Grain, Ltd       Invest  
Crop Nutrients
storage and
handling facility
  Acquired 40% of the
Membership interest
on 8/31/09
 
Wholesale Crop
Nutrients
 

 

8/31/2009
 

 

 

Ohio
 

D
 

 

 

$1,200,000.00
 

$1,200,000
 


               
 
                                                 
A   Marshall Insurance
Agency, Inc.
  5500 Cenex Driver
Inver Grove Heights
MN 55077
 

Corp
 


Insurance Agency
 

100% CHS
 

Country Operations
 

4/1/2005
 

4/1/2005
 

 

 

Minnesota
 

D
 

83-0428017
 

 

 

$-
 


               
 
                                                 
A   Midwest Ag
Supplements, LLC
  5500 Cenex Drive
PO Box 64089
St.
Paul, MN 55164
 
LLC
 

 
CHS Inc. 50%, Form
A Feed-25%, John
Pollock 25%
 


Country Operations
 


7/13/2010
 


7/13/2010
 


 


31-Aug
 


Minnesota
 


D
 


27-3096794
 



 



 



 



               
 
                                     
 
 
 
A   Millennium Seeds
USA, LLC
  5500 Cenex Drive
PO Box 64089
St.
Paul, MN 55164
  LLC  
Engage in the
business of
testing, producing
and marketing
hybrid sunflower
seeds
 

50% Seeds 2000 50%
CHS Inc.
(consolidated on
CHS financials)
 




Country Operations
 




8/10/2009
 




8/10/2009
 




 




 




Delaware
 




D
 




27-1110737
 




 




 




$25,000
 





               
 
                                                 
A   Morgan County
Investors LLC
  405 E. Edison,
Brush, CO 80723
  LLC  
Any legal and
lawful purpose
pursuant to the
Colorado Limited
Liabiity Company
Act
 



50% CHS; 50: Howard
Wickham
 




Country Operations
 




10/18/2002
 




3/25/2008
 




 




 




Colorado
 




D
 




06-1652477
 




 




$75,000.00
 




$17,972
 





               
 
                                                 
A   Mountain Country,
LLC
  PO Box 459,
Rexburg, iD 83440
  LLC  
Supplying retail
propane & related
services in Idaho,
Wy, and MT
 

CHS 50%, Valley
Wide Coop, Inc. 50%
 


Country Operations
 


7/29/1999
 


8/30/2006
 


 


31-Aug
 


Idaho
 


D
 


82-0513938
 


 


 


$536,298
 



               
 
                                                 
A   Mountain View of
Montana LLC
  5500 Cenex Drive
PO Box 64089
St. Paul MN
55164
  LLC  
Construct, own and
lease to Mountain
View Co-op an
elevator facility
in Teton County, MT
 



51% — MVC; 49% CHS
 



Ag Business
 



9/19/2000
 



9/18/2000
 



 



30-Jun
 



Delaware
 



D
 



41-1984143
 



 



$9,800(CHS)
 



$1,496,657