CREDIT AGREEMENT
(364-Day Revolving Loan)

by and between

CoBank, ACB,
as Lead Arranger, Administrative Agent and Bid Agent
and as a Syndication Party,

SunTrust Bank; Bank of America, National Association;
Harris N. A.; and U.S. Bank National Association,
as Co-Syndication Agents and as Syndication Parties,

THE OTHER SYNDICATION PARTIES,

and

CHS INC.

dated as of February 14, 2008

1

CREDIT AGREEMENT

(364-Day Revolving Loan)

THIS AGREEMENT (?Credit Agreement?) is entered into as of February 14, 2008, by and between COBANK, ACB (?CoBank?) for its own benefit as a Syndication Party, and as the Administrative Agent for the benefit of the present and future Syndication Parties (in that capacity ?Administrative Agent?), the Syndication Parties identified on Schedule 1 hereto, and CHS INC., a cooperative corporation formed under the laws of the State of Minnesota, whose address is 5500 Cenex Drive, Inver Grove Heights, Minnesota 55077 (?Borrower?).

ARTICLE 1. DEFINED TERMS

As used in this Credit Agreement, the following terms shall have the meanings set forth below (and such meaning shall be equally applicable to both the singular and plural form of the terms defined, as the context may require):

1.1 Additional Costs: shall have the meaning set forth in Section 15.12.

1.2 Adjusted Consolidated Funded Debt: All Consolidated Funded Debt of Borrower and its Consolidated Subsidiaries, plus the net present value of operating leases of Borrower and its Consolidated Subsidiaries as discounted by a rate of 8.0% per annum.

1.3 Administrative Agent: shall initially mean CoBank, ACB.

1.4 Administrative Agent Office: shall mean the address set forth at Subsection 15.4.2, as it may change from time to time by notice to all parties to this Credit Agreement.

1.5 Adoption Agreement: shall have the meaning set forth in Section 2.9 .

1.6 Advance: an advance of funds under the 364-Day Facility.

1.7 Advance Date: a day (which shall be a Banking Day) on which an Advance is made.

1.8 Advance Payment: shall have the meaning set forth in Section 14.1.

1.9 Affected Loans: shall have the meaning set forth in Subsection 4.2.3.

1.10 Affiliate: with respect to any Person means (a) a Subsidiary of such Person, (b) any Person in which such Person, directly or indirectly, owns more than five percent (5.0%) of the outstanding equity thereof, and (c) any Person which, directly or indirectly, (i) owns more than five percent (5.0%) of the outstanding equity of such Person, or (ii) has the power under ordinary circumstances to control the management of such Person.

1.11 Amortization: the total amortization of Borrower and its Consolidated Subsidiaries as measured in accordance with GAAP.

1.12 Annual Operating Budget: means the annual operating budget for Borrower and its Subsidiaries in substantially the form of, and containing substantially the same or similar information as set forth in, the Annual Operating Budget (Business Plan) for Borrower and its Subsidiaries included in the booklet delivered to the Administrative Agent on March 29, 2006.

1.13 Anti-Terrorism Laws: shall have the meaning set forth in Subsection 8.24.1.

1.14 Applicable Lending Office: means, for each Syndication Party and for each Advance, the lending office of such Syndication Party designated as such for such Advance, to the Administrative Agent in writing prior to the date of this Agreement and from time to time hereafter or in the applicable Syndication Acquisition Agreement or such other office of such Syndication Party as such Syndication Party may from time to time specify to the Administrative Agent and Borrower as the office by which its Advances are to be made and maintained.

1.15 Authorized Officer: shall have the meaning set forth in Subsection 9.1.4.

1.16 Bank Debt: all amounts owing hereunder, including fees, Borrower?s obligations to purchase Bank Equity Interests, Funding Losses and all interest, expenses, charges and other amounts payable by Borrower pursuant to the Loan Documents.

1.17 Banking Day: any day (a) other than a Saturday or a Sunday, and other than a Federal legal holiday or a legal holiday for banks in the States of Colorado, Minnesota, or New York, and (b) if such day relates to a borrowing of, a payment or prepayment of principal of or interest on, a continuation of or conversion into, or a LIBO Rate Period for, a LIBO Rate Loan, or a notice by Borrower with respect to any such borrowing, payment, prepayment, continuation, conversion, or LIBO Rate Period, on which dealings in U.S. Dollar deposits are carried out in the London interbank market.

1.18 Bank Equity Interests: shall have the meaning set forth in Article 6 hereof.

1.19 Base Rate: a rate of interest per annum equal to the ?prime rate? as published from time to time in the Eastern Edition of the Wall Street Journal as the average prime lending rate for seventy-five percent (75%) of the United States? thirty (30) largest commercial banks, or if the Wall Street Journal shall cease publication or cease publishing the ?prime rate? on a regular basis, such other regularly published average prime rate applicable to such commercial banks as is acceptable to the Administrative Agent in its reasonable discretion, with the consent of Borrower, which consent will not be unreasonably withheld (provided that Borrower?s consent shall not be required at any time there has occurred and is continuing a Potential Default or an Event of Default).

1.30 Borrower?s Account: shall mean Borrower?s account # at Wells Fargo Bank, N.A., Minneapolis, Minnesota (ABA #091000019).

1.31 Borrower Benefit Plan: means (a) any ?employee benefit plan?, as such term is defined in Section 3(3) of ERISA (including any ?multiemployer plan? as defined in Section 3(37) of ERISA); (b) any ?multiple employer plan? within the meaning of Section 413 of the Code; (c) any ?multiple employer welfare arrangement? within the meaning of Section 3(40) of ERISA; (d) a ?voluntary employees? beneficiary association? within the meaning of Section 501(a)(9) of the Code; (e) a ?welfare benefit fund? within the meaning of Section 419 of the Code; or (f) any employee welfare benefit plan within the meaning of Section 3(1) of ERISA for the benefit of retired or former employees, which is maintained by Borrower or in which Borrower participates or to which Borrower is obligated to contribute.

1.32 Borrower Pension Plan: means each Borrower Benefit Plan that is an ?employee pension benefit plan? as defined in Section 3(2) of ERISA that is intended to satisfy the requirements of Section 401(a) of the Code.

1.33 Capital Leases: means any lease of property (whether real, personal or mixed) by a Person which has been or should be , in accordance with GAAP, reflected on the balance sheet of such Person as a capital lease.

1.34 Change in Law: shall have the meaning set forth in Subsection 4.2.2.

1.35 Closing Date: means February 14, 2008, provided that on or before such date, (a) the Administrative Agent, the Bid Agent, the Syndication Parties, and Borrower have executed all Loan Documents to which they are parties, and (b) the conditions set forth in Section 9.1 of this Credit Agreement have been met.

1.36 Code: means the Internal Revenue Code of 1986.

1.37 Commitment Increase: shall have the meaning set forth in Section 2.9.

1.38 Committed Bid Advances: the principal amount of all Bid Advances which any Syndication Party is obligated to make as a result of such Syndication Party having received a Bid Selection Notice pursuant to Section 3.4 hereof, but which has not been funded as a Bid Rate Loan.

1.39 Committed 364-Day Advances: the principal amount of all 364-Day Facility Advances which any Syndication Party is obligated to make as a result of such Syndication Party having received a 364-Day Funding Notice pursuant to Section 2.3 hereof, but which has not been funded.

1.40 Compliance Certificate: a certificate of the chief financial officer of Borrower acceptable to the Administrative Agent and in the form attached hereto as Exhibit 1.40.

1.41 Communications: shall have the meaning set forth in Subsection 15.16.1.

1.42 Consolidated Cash Flow: for any period, the sum of (a) earnings before income taxes of Borrower and its Consolidated Subsidiaries for such period determined on a consolidated basis in accordance with GAAP; plus (b) amounts that have been deducted in the determination of such earnings before income taxes for such period for (i) Consolidated Interest Expense for such period, (ii) Depreciation for such period, (iii) Amortization for such period, and (iv) extraordinary and/or one-time 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) extraordinary gains, (ii) extraordinary and/or one-time income, (iii) non-cash patronage income, and (iv) non-cash equity earnings in joint ventures.

1.43 Consolidated Current Assets: the total current assets of Borrower and its Consolidated Subsidiaries as measured in accordance with GAAP.

1.44 Consolidated Current Liabilities: the total current liabilities of Borrower and its Consolidated Subsidiaries as measured in accordance with GAAP.

1.45 Consolidated Funded Debt: all indebtedness for borrowed money of Borrower and its Consolidated Subsidiaries, that is classified as long term debt in accordance with GAAP, and shall include Debt of such maturity created or assumed by Borrower or any Consolidated Subsidiary either directly or indirectly, including obligations of such maturity secured by liens upon property of Borrower or its Consolidated Subsidiaries and upon which such entity customarily pays the interest, and all rental payments under capitalized leases of such maturity.

1.46 Consolidated Interest Expense: for any period, all interest expense of Borrower and its Consolidated Subsidiaries, as determined in accordance with GAAP.

1.47 Consolidated Members? and Patrons? Equity: the amount of equity accounts plus (or minus in the case of a deficit) the amount of surplus and retained earnings accounts of Borrower and its Consolidated Subsidiaries and the minority interest in Subsidiaries, provided that the total amount of intangible assets of Borrower and its Consolidated 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 $30,000,000.00, they will not be included in the calculation of Consolidated Members? and Patrons? Equity); all as determined in accordance with GAAP consistently applied.

1.48 Consolidated Subsidiary: any Subsidiary whose accounts are consolidated with those of Borrower in accordance with GAAP.

1.49 Contributing Syndication Parties: shall have the meaning set forth in Section 14.3.

1.50 Debt: means as to any Person: (a) indebtedness or liability of such Person for borrowed money, or for the deferred purchase price of property or services (including trade obligations); (b) obligations of such Person as lessee under capital leases; (c) obligations of such Person arising under bankers? or trade acceptance facilities; (d) all guarantees, endorsements (other than for collection or deposit in the ordinary course of business), and other contingent obligations of such Person to purchase any of the items included in this definition, to provide funds for payment, to supply funds to invest in any other Person, or otherwise to assure a creditor of another Person against loss (without duplication); (e) all obligations secured by a lien on property owned by such Person, whether or not the obligations have been assumed; and (f) all obligations of such Person under any agreement providing for an interest rate swap, cap, cap and floor, contingent participation or other hedging mechanisms with respect to interest payable on any of the items described in this definition.

1.51 Default Interest Rate: a rate of interest equal to 200 basis points in excess of the Base Rate which would otherwise be applicable at the time.

1.55 Depreciation: the total depreciation of Borrower and its Consolidated Subsidiaries as measured in accordance with GAAP.

1.56 Embargoed Person: shall have the meaning set forth in Section 10.15.

1.57 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.

1.58 ERISA: shall have the meaning set forth in Section 8.10.

1.59 ERISA Affiliate: means any corporation or trade or business which is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Code) as Borrower or is under common control (within the meaning of Section 414(c) of the Code) with Borrower, provided, however, that for purposes of provisions herein concerning minimum funding obligations (imposed under Section 412 of the Code or Section 302 of ERISA), the term ?ERISA Affiliate? shall also include any entity required to be aggregated with Borrower under Section 414(m) or 414(o) of the Code.

1.60 Event of Default: shall have the meaning set forth in Section 13.1.

1.61 Event of Syndication Default: shall have the meaning set forth in Subsection 14.29.1.

1.62 Executive Order: shall have the meaning set forth in Subsection 8.24.1.

1.63 Farm Credit System Institution: shall mean any Farm Credit Bank, any Federal land bank association, any production credit association, the banks for cooperatives, and such other institutions as may be a part of the Farm Credit System and chartered by and subject to regulation by the Farm Credit Administration.

1.64 Fiscal Quarter: each three (3) month period beginning on the first day of each of the following months: September, December, March and June.

1.65 Fiscal Year: a year commencing on September 1 and ending on August 31.

1.66 Funded Debt: means, with respect to any Person, at any time, all Debt of such Person in each case maturing by its terms more than one year after the date of creation thereof, or which is renewable or extendible at the option of such Person for a period ending more than one (1) year after the date of creation thereof, and shall include Debt of such maturity created or assumed by such Person either directly or indirectly, including obligations of such maturity secured by liens upon property of such Person and upon which such Person customarily pays the interest, and all obligations of such Person under Capital Leases of such maturity, and the net present value of obligations under Operating Leases as discounted by a rate of 8.0% per annum, and all obligations of reimbursement with respect to all letters of credit which support long-term debt, with expiration dates in excess of one year from the date of issuance thereof.

1.67 Funding Losses: shall have the meaning set forth in Section 5.5.

1.68 Funding Loss Notice: shall have the meaning set forth in Section 5.5.

1.69 Funding Share: shall mean the amount of any Advance which each Syndication Party is required to fund, which shall be determined as follows: (a) for an Advance under the 364-Day Facility (other than pursuant to a Bid Advance or an Overnight Advance), the amount of such Advance multiplied by such Syndication Party?s Individual 364-Day Pro Rata Share as of the date of the 364-Day Funding Notice for, but without giving effect to, such Advance; (b) for an Advance under a Bid won by such Syndication Party, the amount of such Bid; and (c) for an Overnight Advance, the amount determined as provided in Section 3.9 hereof.

1.70 GAAP: generally accepted accounting principles in the United States of America, as in effect from time to time.

1.71 Good Faith Contest: means the contest of an item if (a) the item is diligently contested in good faith by appropriate proceedings timely instituted, (b) either the item is (i) bonded or (ii) adequate reserves are established with respect to the contested item if and to the extent required in accordance with GAAP, (c) during the period of such contest, the enforcement of any contested item is effectively stayed, and (d) the failure to pay or comply with the contested item could not reasonably be expected to result in a Material Adverse Effect.

1.72 Governmental Authority: means any nation or government, any state or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

1.73 Hazardous Substances: dangerous, toxic or hazardous pollutants, contaminants, chemicals, wastes, materials or substances, as defined in or governed by the provisions of any Environmental Laws, and also including urea formaldehyde, polychlorinated biphenyls, asbestos, asbestos-containing materials, nuclear fuel or waste, and petroleum products, or any other waste, material, substances, pollutant or contaminant which would subject an owner of property to any damages, penalties or liabilities under any applicable Environmental Laws.

1.77 Individual 364-Day Commitment: shall mean with respect to any Syndication Party the amount shown as its Individual 364-Day Commitment on Schedule 1 hereto (as may be amended pursuant to Section 2.9), subject to adjustment in the event of the sale of all or a portion of a Syndication Interest in accordance with Section 14.27 hereof, or a reduction in the 364-Day Commitment in accordance with Section 2.8 hereof.

1.78 Individual 364-Day Lending Capacity: shall mean with respect to any Syndication Party the amount at any time of its Individual 364-Day Commitment, less its Individual Outstanding 364-Day Obligations.

1.79 Individual Outstanding 364-Day Obligations: shall mean with respect to any Syndication Party the total at any time, without duplication, of (a) the aggregate outstanding principal amount of all 364-Day Advances made by such Syndication Party (including, without duplication, Overnight Advances made by such Syndication Party in its capacity as an Overnight Lender), (b) the aggregate outstanding principal amount of all Bid Advances made by such Syndication Party, (c) all of such Syndication Party?s Committed 364-Day Advances, and (d) all of such Syndication Party?s Committed Bid Advances.

1.80 Individual 364-Day Pro Rata Share: shall mean with respect to any Syndication Party a fraction, expressed as a percentage (rounded to 9 decimal points), where the numerator is such Syndication Party?s Individual 364-Day Commitment less such Syndication Party?s Individual Outstanding 364-Day Obligations; and the denominator is the 364-Day Commitment less the sum of the Individual Outstanding 364-Day Obligations of all of the Syndication Parties, determined (a) in the case of LIBO Rate Loans, at 12:00 noon (Central time) on the Banking Day Borrower delivers a 364-Day Borrowing Notice pursuant to which Borrower requests such LIBO Rate Loan, and (b) in all other cases, 12:00 noon (Central time) on the Banking Day Borrower delivers a 364-Day Borrowing Notice or a Bid Request.

1.81 Intellectual Property: shall have the meaning set forth in Section 8.18.

1.82 Investment: means, with respect to any Person, (a) any loan or advance by such Person to any other Person, (b) the purchase or other acquisition by such Person of any capital stock, obligations or securities of, or any capital contribution to, or investment in, or the acquisition by such Person of all or substantially all of the assets of, or any interest in, any other Person, (c) any performance or standby letter of credit where (i) that Person has the reimbursement obligation to the issuer, and (ii) the proceeds of such letter of credit are to be used for the benefit of any other Person, (d) the agreement by such Person to make funds available for the benefit of another Person to either cover cost overruns incurred in connection with the construction of a project or facility, or to fund a debt service reserve account, (e) the agreement by such Person to assume, guarantee, endorse or otherwise be or become directly or contingently responsible or liable for the obligations or debts of any other Person (other than by endorsement for collection in the ordinary course of business), (f) an agreement to purchase any obligations, stocks, assets, goods or services but excluding an agreement to purchase any assets, goods or services entered into in the ordinary course of business, (g) an agreement to supply or advance any assets, goods or services not in the ordinary course of business, or (h) an agreement to maintain or cause such Person to maintain a minimum working capital or net worth or otherwise to assure the creditors of any Person against loss.

1.83 LIBO Rate: the rate for deposits in U.S. dollars with maturities comparable to the selected LIBO Rate Period as quoted by the British Bankers? Association for the purpose of displaying London Interbank Offered Rates for U.S. Dollar deposits, determined effective as of 11:00 A.M. (London Time) on the day which is two (2) Banking Days prior to the first day of each LIBO Rate Period, reserve adjusted for Regulation D on a demonstrated basis, with such rate modified by adding the 364-Day Margin.

1.88 Lien: means with respect to any asset any mortgage, deed of trust, pledge, security interest, hypothecation, assignment for security purposes, encumbrance, lien (statutory or other), or other security agreement or charge, or encumbrance of any kind or nature whatsoever (including, without limitation, any conditional sale, Capital Lease or other title retention agreement related to such asset).

1.89 Loans: shall mean, collectively, all Bid Advances, all Base Rate Loans, all LIBO Rate Loans, and all Overnight Loans outstanding at any time.

1.90 Loan Documents: this Credit Agreement and the Notes.

1.91 Material Adverse Effect: means a material adverse effect on (a) the financial condition, results of operation, business or property of Borrower; or (b) on the ability of Borrower to perform its obligations under this Credit Agreement and the other Loan Documents; or (c) on the ability of the Administrative Agent or the Syndication Parties to enforce their rights and remedies against Borrower under the Loan Documents.

1.92 Material Agreements: all agreements of Borrower, the termination or breach of which, based upon Borrower?s knowledge as of the date of making any representation with respect thereto, would have a Material Adverse Effect.

1.93 Multiemployer Plan: means a Plan meeting the definition of a ?multiemployer plan? in Section 3(37) of ERISA.

1.94 NCRA: shall have the meaning set forth in Section 11.5.

1.95 Non-US Lender: shall have the meaning set forth in Section 14.30.

1.96 Note or Notes: the 364-Day Facility Notes, and all amendments, renewals, substitutions and extensions thereof.

1.97 OFAC: shall have the meaning set forth in Section 10.15.

1.98 Operating Lease: means any lease of property (whether real, personal or mixed) by a Person under which such Person is lessee, other than a Capital Lease.

1.99 Organization Documents: in the case of a corporation, its articles or certificate of incorporation and bylaws; in the case of a partnership, its partnership agreement and certificate of limited partnership, if applicable; in the case of a limited liability company, its articles of organization and its operating agreement.

1.111 Person: any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, limited liability company, cooperative association, institution, government or governmental agency (whether national, federal, state, provincial, country, city, municipal or otherwise, including without limitation, and instrumentality, division, agency, body or department thereof), or other entity.

1.112 Plan: means any plan, agreement, arrangement or commitment which is an employee benefit plan, as defined in Section 3(3) of ERISA, maintained by Borrower or any Subsidiary or any ERISA Affiliate or with respect to which Borrower or any Subsidiary or any ERISA Affiliate at any relevant time has any liability or obligation to contribute.

1.113 Platform: shall have the meaning set forth in Subsection 15.16.2.

1.114 Potential Default: any event, other than an event described in Section 13.1(a) hereof, which with the giving of notice or lapse of time, or both, would become an Event of Default.

1.115 Prohibited Transaction: means any transaction prohibited under Section 406 of ERISA or Section 4975 of the Code.

1.116 Regulatory Change: shall have the meaning set forth in Section 15.12.

1.117 Replacement Lender: shall have the meaning set forth in Section 14.31.

1.118 Reportable Event: means any of the events set forth in Section 4043(b) of ERISA or in the regulations thereunder.

1.119 Requested 364-Day Advance: shall mean the amount of Advance requested by Borrower in any 364-Day Borrowing Notice.

1.120 Required Lenders: shall mean Syndication Parties (including Voting Participants) whose aggregate Individual 364-Day Commitments constitute fifty-one percent (51.0%) or more of the 364-Day Commitment; provided however, if fewer than three Syndication Parties (including Voting Participants) hold fifty-one percent (51.0%) or more of the 364-Day Commitment, then the number of Syndication Parties (including Voting Participants) which shall constitute the Required Lenders shall be not less than (i) all of the Syndication Parties (including Voting Participants) if there are only one or two Syndication Parties (including Voting Participants), or (ii) three of the Syndication Parties (including Voting Participants) if there are three or more Syndication Parties (including Voting Participants) and two of them together hold fifty-one percent (51.0%) or more of the 364-Day Commitment. Pursuant to Section 14.27 hereof, Voting Participants shall, under the circumstances set forth therein, be entitled to voting rights and to be included in determining whether certain action is being taken by the Required Lenders.

1.121 Required License: shall have the meaning set forth in Section 8.09.

1.122 Restricted Subsidiary: shall mean those Subsidiaries identified on Exhibit 1.123 hereto, as it may be amended from time to time with the prior written consent of Borrower, the Administrative Agent and the Required Lenders.

1.123 Revolving Loan Credit Agreement: shall mean that certain Credit Agreement (Revolving Loan) dated as of May 18, 2006 by and between Borrower and CoBank, as administrative agent for all syndication parties thereunder, and as a syndication party thereunder, and the other syndication parties set forth on the signature pages thereto, as amended from time to time.

1.124 SDN List: shall have the meaning set forth in Section 10.15.

1.125 Subsidiary: means with respect to any Person: (a) any corporation in which such Person, directly or indirectly, (i) owns more than fifty percent (50%) of the outstanding stock thereof, or (ii) has the power under ordinary circumstances to elect at least a majority of the directors thereof, or (b) any partnership, association, joint venture, limited liability company, or other unincorporated organization or entity, with respect to which such Person, (i) directly or indirectly owns more than fifty percent (50%) of the equity interest thereof, or (ii) directly or indirectly owns an equity interest in an amount sufficient to control the management thereof. All of Borrower?s Subsidiaries owned as of the Closing Date are set forth on Exhibit 1.126 hereto.

1.126 Successor Agent: such Person as may be appointed as successor to the rights and duties of the Administrative Agent as provided in Section 14.21 of this Credit Agreement.

1.127 Syndication Acquisition Agreement: shall have the meaning set forth in Section 14.26.

1.128 Syndication Interest: shall have the meaning set forth in Section 14.1.

1.129 Syndication Parties: shall mean those entities listed on Schedule 1 hereto as having an Individual 364-Day Commitment and such Persons as shall from time to time execute (a) a Syndication Acquisition Agreement substantially in the form of Exhibit 14.26 hereto signifying their election to purchase all or a portion of the Syndication Interest of any Syndication Party, in accordance with Section 14.26 hereof, and to become a Syndication Party hereunder; or (b) an Adoption Agreement substantially in the form of Exhibit 2.9 hereto in connection with any Commitment Increase as provided in Section 2.9 hereof.

1.130 Syndication Party Advance Date: shall have the meaning set forth in Section 14.2.

1.131 Term Loan Credit Agreement: shall mean that certain Credit Agreement (10 Year Term Loan) dated as of December 12, 2007 by and between Borrower and CoBank, as administrative agent for all syndication parties thereunder, and as a syndication party thereunder, and the other syndication parties set forth on the signature pages thereto, as amended from time to time.

1.132 364-Day Advance: shall have the meaning set forth in Subsection 2.1.

1.133 364-Day Availability Period: shall mean the period from the Closing Date until the 364-Day Maturity Date.

1.134 364-Day Borrowing Notice: shall have the meaning set forth in Section 2.3.

1.135 364-Day Commitment: shall be $500,000,000.00, (as may be amended pursuant to Section 2.9), subject to reduction as provided in Section 2.8 hereof.

1.136 364-Day Facility: shall mean the loan facility made available to Borrower under Article 2 of this Agreement.

1.137 364-Day Facility Fee Factor: the 364-Day Facility Fee Factor determined as set forth in Schedule 2 hereto and Section 4.6 hereof.