0000034616-02-000016 Sample Contracts

FARMLAND INDUSTRIES, INC. FARMLAND FOODS, INC. FIRST AMENDED AND RESTATED DEBTOR-IN-POSSESSION CREDIT AGREEMENT AND ADEQUATE PROTECTION STIPULATION
Farmland Industries Inc • November 27th, 2002 • Wholesale-farm product raw materials • New York

This FIRST AMENDED AND RESTATED DEBTOR-IN-POSSESSION CREDIT AGREEMENT AND ADEQUATE PROTECTION STIPULATION is dated as of June 5, 2002 and entered into by and among FARMLAND INDUSTRIES, INC., a Kansas cooperative corporation ("Company"), FARMLAND FOODS, INC, a Kansas corporation ("Foods"), and together with Company, jointly and severally, the "Borrowers", THE MATERIAL SUBSIDIARIES OF BORROWERS for purposes of subsections 2.16 through 2.22 hereof, in each case, as debtor and debtor-in-possession, THE FINANCIAL INSTITUTIONS PARTY HERETO (each individually referred to herein as a "DIP Lender" and collectively as "DIP Lenders"), and DEUTSCHE BANK TRUST COMPANY AMERICAS ("DB"), as administrative agent for DIP Lenders (in such capacity, "DIP Agent") and administrative agent for the lenders (the "Prepetition Lenders") under Borrowers' Credit Agreement dated as of February 7, 2002 (in such capacity, "Prepetition Agent").

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • November 27th, 2002 • Farmland Industries Inc • Wholesale-farm product raw materials

This Amendment to Employment Agreement (the "Amendment") modifies and supplements the Employment Agreement dates as of May 10, 2002 (the "Employment Agreement") between Robert B. Terry ("Executive") and Farmland Industries, Inc. (together with all affiliates, the "Company").

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