0001299933-10-004563 Sample Contracts

and AMENDED AND RESTATED BASE INDENTURE Dated as of December 23, 2010 Cofina Variable Funding Asset Backed Notes (Issuable in Series)
CHS Inc • December 28th, 2010 • Wholesale-farm product raw materials • New York

AMENDED AND RESTATED BASE INDENTURE, dated as of December 23, 2010, amending and restating that certain Base Indenture, dated as of August 10, 2005 (the “Original Indenture”, as amended and restated by this Agreement, the “Base Indenture”) between COFINA FUNDING LLC, a Delaware limited liability company, as issuer (the “Issuer”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Trustee.

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NOTE PURCHASE AGREEMENT
Note Purchase Agreement • December 28th, 2010 • CHS Inc • Wholesale-farm product raw materials • New York

NOTE PURCHASE AGREEMENT (“Note Purchase Agreement”) dated as of December 23, 2010, among COFINA FUNDING, LLC (the “Issuer”), NIEUW AMSTERDAM RECEIVABLES CORPORATION (the “Conduit Purchaser”), COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A. “RABOBANK NEDERLAND”, NEW YORK BRANCH, as Funding Agent (the “Funding Agent”) and the Committed Purchasers from time to time party hereto.

REVOLVING CREDIT AGREEMENT U.S.$40,000,000.00
Revolving Credit Agreement • December 28th, 2010 • CHS Inc • Wholesale-farm product raw materials • New York

This REVOLVING CREDIT AGREEMENT, dated as of December 22, 2010 (as it may be amended, extended, replaced or renewed from time to time, the “Agreement”), between CHS, INC., a corporation organized under the laws of Minnesota (the “Borrower”), and SUMITOMO MITSUI BANKING CORPORATION, a Japanese banking corporation (the ''Bank’’), sets forth the binding agreement of the parties.

EMPLOYMENT SECURITY AGREEMENT
Release Agreement • December 28th, 2010 • CHS Inc • Wholesale-farm product raw materials • Minnesota

THIS AGREEMENT (the “Agreement”) is hereby entered into as of the 23 day of December, 2010 (the “Effective Date”), by and between CHS Inc. (the “Company”) and Jay Debertin (“Executive”) (each hereinafter referred to as a “party” and collectively as “the parties”).

COFINA FUNDING, LLC, as Issuer and U.S. BANK NATIONAL ASSOCIATION, as Trustee SERIES 2010-A SUPPLEMENT Dated as of December 23, 2010 to AMENDED AND RESTATED BASE INDENTURE Dated as of December 23, 2010 COFINA FUNDING, LLC SERIES 2010-A
CHS Inc • December 28th, 2010 • Wholesale-farm product raw materials • New York

SERIES 2010-A SUPPLEMENT, dated as of December 23, 2010 (as amended, modified, restated or supplemented from time to time in accordance with the terms hereof, this “Series Supplement”), by and among COFINA FUNDING, LLC, a Delaware limited liability company, as issuer (“Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (together with its successors in trust under the Amended and Restated Base Indenture referred to below, the “Trustee”), to the Base Indenture, dated as of December 23, 2010, between the Issuer and the Trustee (as amended, modified, restated or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).

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