0000823277-15-000024 Sample Contracts

AMENDMENT NO. 1 to MASTER AGREEMENT
Master Agreement • November 23rd, 2015 • CHS Inc • Wholesale-farm product raw materials

This Amendment No. 1 to Master Agreement (together with the Exhibits hereto, this “Amendment No. 1”) is made as of the 30th day of April 2013, by and among ConAgra Foods, Inc., a Delaware corporation (“Oracle”), Cargill, Incorporated, a Delaware corporation (“Watson”) and CHS Inc., a Minnesota corporation (“Iris”), in connection with that certain Master Agreement, made as of the 4th day of March, 2013 (the “Master Agreement”), by and among Oracle, Watson, Iris and HM Luxembourg S.à r.l., a Luxembourg S.à r.l. (“Newco”). Oracle, Watson and Iris are each referred to herein individually as a “Parent” and collectively as the “Parents.” Capitalized terms not otherwise defined herein will have the respective meanings assigned to them in the Master Agreement.

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ACKNOWLEDGEMENT AND AMENDMENT NO. 3 to MASTER AGREEMENT
Master Agreement • November 23rd, 2015 • CHS Inc • Wholesale-farm product raw materials

This Acknowledgement and Amendment No. 3 to Master Agreement (together with the Exhibits hereto, this “Amendment No. 3”) is made as of the 24th day of July 2013, by and among ConAgra Foods, Inc., a Delaware corporation (“Oracle”), Cargill, Incorporated, a Delaware corporation (“Watson”) and CHS Inc., a Minnesota corporation (“Iris”), in connection with that certain Master Agreement, made as of the 4th day of March, 2013, as amended (the “Master Agreement”), by and among Oracle, Watson, Iris and HM Luxembourg S.à r.l., a Luxembourg S.à r.l. (“Newco”). Oracle, Watson and Iris are each referred to herein individually as a “Parent” and collectively as the “Parents.” Capitalized terms not otherwise defined herein will have the respective meanings assigned to them in the Master Agreement.

ACKNOWLEDGMENT AND AMENDMENT NO. 2 TO MASTER AGREEMENT
Master Agreement • November 23rd, 2015 • CHS Inc • Wholesale-farm product raw materials

This Acknowledgment and Amendment No. 2 to Master Agreement (together with the Exhibits hereto, this "Acknowledgment") is made as of the 31st day of May 2013, by and among ConAgra Foods, Inc., a Delaware corporation ("Oracle"), Cargill, Incorporated, a Delaware corporation ("Watson") and CHS Inc., a Minnesota corporation (“Iris"), in connection with that certain Master Agreement, made as of the 4th day of March, 2013, as amended, (the "Master Agreement"), by and among Oracle, Watson, Iris and HM Luxembourg S.a.r.I., a Luxembourg S.a.r.I. ("Newco"). Oracle, Watson and Iris are each referred to herein individually as a "Parent" and collectively as the “Parents." Capitalized terms not otherwise defined herein will have the respective meanings assigned to them in the Master Agreement.

Contract
CHS Inc • November 23rd, 2015 • Wholesale-farm product raw materials • Delaware
CHS INC. AMENDMENT NO. 4 TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT
Note Purchase and Private Shelf Agreement • November 23rd, 2015 • CHS Inc • Wholesale-farm product raw materials • Illinois

CHS Inc., formerly known as Cenex Harvest States Cooperatives (hereinafter, together with its successors and assigns, the "Company"), agrees with you as follows:

AMENDMENT NO. 5 TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT
Note Purchase and Private Shelf Agreement • November 23rd, 2015 • CHS Inc • Wholesale-farm product raw materials • Illinois

THIS AMENDMENT No. 5 TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT, dated as of December 21, 2012 (this "Amendment"), is made to the Note Purchase and Private Shelf Agreement dated as of April 13, 2004 (as amended pursuant to Amendment No. 1 to Note Purchase and Private Shelf Agreement dated as of April 9, 2007, Amendment No. 2 to Note Purchase and Private Shelf Agreement dated as of January 18, 2008, Amendment No. 3 to Note Purchase and Private Shelf Agreement effective as of November 1, 2010 and Amendment No. 4 to Note Purchase and Private Shelf Agreement dated as of June 9, 2011, the "Note Agreement") among CHS Inc. (formerly known as Cenex Harvest States Cooperatives), a nonstock agricultural cooperative organized under the laws of the State of Minnesota (the "Company"), on one hand, and Prudential Investment Management, Inc., ("Prudential"), The Prudential Insurance Company of America, Pruco Life Insurance Company, Prudential Retirement Insurance and Annuity Company, Modem Woodmen

FIRST AMENDMENT TO PRE-EXPORT CREDIT AGREEMENT, dated as of October 9,
Export Credit Agreement • November 23rd, 2015 • CHS Inc • Wholesale-farm product raw materials • New York

WHEREAS, the Borrower has requested that the Administrative Agent and the Syndication Parties amend certain terms of the Pre-Export Credit Agreement, which the Administrative Agent and the Required Lenders party hereto are willing to do under the terms and conditions as set forth in this First Amendment to Pre-Export Credit Agreement (“First Amendment”).

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