Common use of LC Confirmation Indemnification Clause in Contracts

LC Confirmation Indemnification. In connection with any Export Grain Transaction, Borrower may, subject to the terms and conditions of this Section, at any time before 2:30 P.M. (Central time) on a Banking Day, request CoBank (acting in its individual capacity and not as Administrative Agent or Syndication Party) to confirm (“LC Confirmation”) the letter of credit issued by the applicable Importer’s bank (“Importer LC”), in accordance with the provisions of this Section. Borrower’s request for an LC Confirmation (“Confirmation Request”) may be made orally or in writing by facsimile (if orally, shall be confirmed in writing on the same Banking Day), must be directed to CoBank, with a copy to the Administrative Agent, and must (a) identify (i) the Export Grain Transaction, (ii) the Importer LC (and, if available, attach a copy of the Importer LC), and (iii) the issuer of the Importer LC, in each case for which the LC Confirmation is being requested; (b) specify the dollar amount to be covered by the LC Confirmation (“Confirmation Amount”), and (c) be accompanied by a written confirmation from the U.S. Department of Agriculture that (i) the Export Grain Transaction has been registered with the Commodity Credit Corporation (“CCC”) and the guarantee fee has been submitted to the CCC. In the event CoBank has not received the Credit Guarantee Assurance letter issued by the CCC (“CCC Guarantee”) and an assignment thereof to CoBank, on or before the thirtieth (30th) day following the date of CoBank’s issuance of the LC Confirmation (“Indemnification Date”), Borrower shall promptly, but no later than 3:30 P.M. on the Banking Day following the Indemnification Date, reimburse CoBank in full for the Confirmation Amount plus any additional costs or fees incurred by CoBank in connection therewith (“Borrower Indemnification Payment”). Such reimbursement may, at Borrower’s discretion, but subject to the conditions of this Credit Agreement, be made by an Advance under the 3-Year Facility. In the event the CCC Guarantee, and written assignment thereof from Borrower to CoBank, with respect to a specific LC Confirmation is received by CoBank on or before the Indemnification Date, Borrower shall have no further obligations regarding such LC Confirmation. LC Confirmations shall be made only by CoBank and CoBank shall be entitled to retain for its account the full amount of any fees charged to Borrower for the issuance an any LC Confirmation. Borrower’s entitlement to receive, and the CoBank’s obligation to issue, any LC Confirmation shall be subject to the conditions and limitations set forth in Section 3.1 hereof and applicable to 3-Year Advances generally, and, in addition, the aggregate amount of all outstanding LC Confirmations shall not at any time exceed the LC Confirmation Commitment. Until such time as a CCC Guarantee is issued, or Borrower makes the required Borrower Indemnification Payment with respect to a specific LC Confirmation, the Confirmation Amount of such LC Confirmation shall be included in CoBank’s Individual Outstanding 3-Year Obligations. LC Confirmations are not Letters of Credit for the purposes of this Agreement. 1.4 Clause (e) of Section 13.1 is hereby amended so that the entire Section 13.1 reads as follows:

LC Confirmation Indemnification. In connection with any Export Grain Transaction, Borrower may, subject to the terms and conditions of this Section, at any time before 2:30 P.M. (Central time) on a Banking Day, request CoBank (acting in its individual capacity and not as the Administrative Agent or Syndication Party) to confirm (“LC Confirmation”) the letter of credit issued by the applicable Importer’s bank (“Importer LC”), in accordance with the provisions of this Section. Borrower’s request for an LC Confirmation (“Confirmation Request”) may shall be made orally or in writing by facsimile (if orally, shall be confirmed in writing on the same Banking Day)or electronic mail, must be directed to CoBank, with a copy to the Administrative Agent, and must (a) identify (i) the Export Grain Transaction, (ii) the Importer LC (and, if available, attach a copy of the Importer LC), and (iii) the issuer of the Importer LC, in each case for which the LC Confirmation is being requested; (b) specify the dollar amount to be covered by the LC Confirmation (“Confirmation Amount”), and (c) be accompanied by a written confirmation from the U.S. Department of Agriculture that (i) the Export Grain Transaction has been registered with the Commodity Credit Corporation (“CCC”) and the guarantee fee has been submitted to the CCC. In the event CoBank has not received the Credit Guarantee Assurance letter issued by the CCC (“CCC Guarantee”) and an assignment thereof to CoBank, on or before the thirtieth (30th) day following the date of CoBank’s issuance of the LC Confirmation (“Indemnification Date”), Borrower shall promptly, but no later than 3:30 P.M. (Central time) on the Banking Day following the Indemnification Date, reimburse CoBank in full for the Confirmation Amount plus any additional costs or fees incurred by CoBank in connection therewith (“Borrower Indemnification Payment”). Such reimbursement may, at Borrower’s discretion, but subject to the conditions of this Credit Agreement, be made by an a 5-Year Advance under the 35-Year Facility. In the event the CCC Guarantee, and written assignment thereof from Borrower to CoBank, with respect to a specific LC Confirmation is received by CoBank on or before the Indemnification Date, Borrower shall have no further obligations regarding such LC Confirmation. LC Confirmations shall be made only by CoBank and CoBank shall be entitled to retain for its account the full amount of any fees charged to Borrower for the issuance an of any LC Confirmation. Borrower’s entitlement to receive, and the CoBank’s obligation to issue, any LC Confirmation shall be subject to the conditions and limitations set forth in Section 3.1 2.1 and 2.2 hereof and applicable to 35-Year Advances generally, and, in addition, the aggregate amount of all outstanding LC Confirmations shall not at any time exceed the LC Confirmation Commitment. Until such time as a CCC Guarantee is issued, or Borrower makes the required Borrower Indemnification Payment with respect to a specific LC Confirmation, the Confirmation Amount of such LC Confirmation shall be included in CoBank’s Individual Outstanding 35-Year Obligations. LC Confirmations are not Letters of Credit for the purposes of this Credit Agreement. 1.4 Clause (e) of Section 13.1 is hereby amended so that the entire Section 13.1 reads as follows:. 1697821.11-New York Server 7A - MSW EX-10.1 2013CreditAgreement5-YearRevolvingLoan

LC Confirmation Indemnification. In connection with any Export Grain Transaction, Borrower may, subject to the terms and conditions of this Section, at any time before 2:30 P.M. (Central time) on a Banking Day, request CoBank (acting in its individual capacity and not as the Administrative Agent or Syndication Party) to confirm (“LC Confirmation”) the letter of credit issued by the applicable Importer’s bank (“Importer LC”), in accordance with the provisions of this Section. Borrower’s request for an LC Confirmation (“Confirmation Request”) may shall be made orally or in writing by facsimile (if orally, shall be confirmed in writing on the same Banking Day)or electronic mail, must be directed to CoBank, with a copy to the Administrative Agent, and must (a) identify (i) the Export Grain Transaction, (ii) the Importer LC (and, if available, attach a copy of the Importer LC), and (iii) the issuer of the Importer LC, in each case for which the LC Confirmation is being requested; (b) specify the dollar amount to be covered by the LC Confirmation (“Confirmation Amount”), and (c) be accompanied by a written confirmation from the U.S. Department of Agriculture that (i) the Export Grain Transaction has been registered with the Commodity Credit Corporation (“CCC”) and the guarantee fee has been submitted to the CCC. In the event CoBank has not received the Credit Guarantee Assurance letter issued by the CCC (“CCC Guarantee”) and an assignment thereof to CoBank, on or before the thirtieth (30th) day following the date of CoBank’s issuance of the LC Confirmation (“Indemnification Date”), Borrower shall promptly, but no later than 3:30 P.M. (Central time) on the Banking Day following the Indemnification Date, reimburse CoBank in full for the Confirmation Amount plus any additional costs or fees incurred by CoBank in connection therewith (“Borrower Indemnification Payment”). Such reimbursement may, at Borrower’s discretion, but subject to the conditions of this Credit Agreement, be made by an a 5-Year Advance under the 35-Year Facility. In the event the CCC Guarantee, and written assignment thereof from Borrower to CoBank, with respect to a specific LC Confirmation is received by CoBank on or before the Indemnification Date, Borrower shall have no further obligations regarding such LC Confirmation. LC Confirmations shall be made only by CoBank and CoBank shall be entitled to retain for its account the full amount of any fees charged to Borrower for the issuance an of any LC Confirmation. Borrower’s entitlement to receive, and the CoBank’s obligation to issue, any LC Confirmation shall be subject to the conditions and limitations set forth in Section 3.1 2.1 and 2.2 hereof and applicable to 35-Year Advances generally, and, in addition, the aggregate amount of all outstanding LC Confirmations shall not at any time exceed the LC Confirmation Commitment. Until such time as a CCC Guarantee is issued, or Borrower makes the required Borrower Indemnification Payment with respect to a specific LC Confirmation, the Confirmation Amount of such LC Confirmation shall be included in CoBank’s Individual Outstanding 35-Year Obligations. LC Confirmations are not Letters of Credit for the purposes of this Credit Agreement. 1.4 Clause (e) of Section 13.1 is hereby amended so that the entire Section 13.1 reads as follows:

LC Confirmation Indemnification. In connection with any Export Grain Transaction, Borrower may, subject to the terms and conditions of this Section, at any time before 2:30 P.M. (Central time) on a Banking Day, request CoBank (acting in its individual capacity and not as Administrative Agent or Syndication Party) to confirm (“LC Confirmation”) the letter of credit issued by the applicable Importer’s bank (“Importer LC”), in accordance with the provisions of this Section. Borrower’s request for an LC Confirmation (“Confirmation Request”) may be made orally or in writing by facsimile (if orally, shall be confirmed in writing on the same Banking Day), must be directed to CoBank, with a copy to the Administrative Agent, and must (a) identify (i) the Export Grain Transaction, (ii) the Importer LC (and, if available, attach a copy of the Importer LC), and (iii) the issuer of the Importer LC, in each case for which the LC Confirmation is being requested; (b) specify the dollar amount to be covered by the LC Confirmation (“Confirmation Amount”), and (c) be accompanied by a written confirmation from the U.S. Department of Agriculture that (i) the Export Grain Transaction has been registered with the Commodity Credit Corporation (“CCC”) and the guarantee fee has been submitted to the CCC. In the event CoBank has not received the Credit Guarantee Assurance letter issued by the CCC (“CCC Guarantee”) and an assignment thereof to CoBank, on or before the thirtieth (30th) day following the date of CoBank’s issuance of the LC Confirmation (“Indemnification Date”), Borrower shall promptly, but no later than 3:30 P.M. on the Banking Day following the Indemnification Date, reimburse CoBank in full for the Confirmation Amount plus any additional costs or fees incurred by CoBank in connection therewith (“Borrower Indemnification Payment”). Such reimbursement may, at Borrower’s discretion, but subject to the conditions of this Credit Agreement, be made by an Advance under the 35-Year Facility. In the event the CCC Guarantee, and written assignment thereof from Borrower to CoBank, with respect to a specific LC Confirmation is received by CoBank on or before the Indemnification Date, Borrower shall have no further obligations regarding such LC Confirmation. LC Confirmations shall be made only by CoBank and CoBank shall be entitled to retain for its account the full amount of any fees charged to Borrower for the issuance an any LC Confirmation. Borrower’s entitlement to receive, and the CoBank’s obligation to issue, any LC Confirmation shall be subject to the conditions and limitations set forth in Section 3.1 hereof and applicable to 35-Year Advances generally, and, in addition, the aggregate amount of all outstanding LC Confirmations shall not at any time exceed the LC Confirmation Commitment. Until such time as a CCC Guarantee is issued, or Borrower makes the required Borrower Indemnification Payment with respect to a specific LC Confirmation, the Confirmation Amount of such LC Confirmation shall be included in CoBank’s Individual Outstanding 35-Year Obligations. LC Confirmations are not Letters of Credit for the purposes of this Agreement. 1.4 Clause (e) of Section 13.1 is hereby amended so that the entire Section 13.1 reads as follows:

LC Confirmation Indemnification. In connection with any Export Grain Transaction, Borrower may, subject to the terms and conditions of this Section, at any time before 2:30 P.M. (Central time) on a Banking Day, request CoBank (acting in its individual capacity and not as Administrative Agent or Syndication Party) to confirm (“LC Confirmation”) the letter of credit issued by the applicable Importer’s bank (“Importer LC”), in accordance with the provisions of this Section. Borrower’s request for an LC Confirmation (“Confirmation Request”) may be made orally or in writing by facsimile (if orally, shall be confirmed in writing on the same Banking Day), must be directed to CoBank, with a copy to the Administrative Agent, and must (a) identify (i) the Export Grain Transaction, (ii) the Importer LC (and, if available, attach a copy of the Importer LC), and (iii) the issuer of the Importer LC, in each case for which the LC Confirmation is being requested; (b) specify the dollar amount to be covered by the LC Confirmation (“Confirmation Amount”), and (c) be accompanied by a written confirmation from the U.S. Department of Agriculture that (i) the Export Grain Transaction has been registered with the Commodity Credit Corporation (“CCC”) and the guarantee fee has been submitted to the CCC. In the event CoBank has not received the Credit Guarantee Assurance letter issued by the CCC (“CCC Guarantee”) and an assignment thereof to CoBank, on or before the thirtieth (30th) day following the date of CoBank’s issuance of the LC Confirmation (“Indemnification Date”), Borrower shall promptly, but no later than 3:30 P.M. on the Banking Day following the Indemnification Date, reimburse CoBank in full for the Confirmation Amount plus any additional costs or fees incurred by CoBank in connection therewith (“Borrower Indemnification Payment”). Such reimbursement may, at Borrower’s discretion, but subject to the conditions of this Credit Agreement, be made by an a 5-Year Advance under the 35-Year Facility. In the event the CCC Guarantee, and written assignment thereof from Borrower to CoBank, with respect to a specific LC Confirmation is received by CoBank on or before the Indemnification Date, Borrower shall have no further obligations regarding such LC Confirmation. LC Confirmations shall be made only by CoBank and CoBank shall be entitled to retain for its account the full amount of any fees charged to Borrower for the issuance an any LC Confirmation. Borrower’s entitlement to receive, and the CoBank’s obligation to issue, any LC Confirmation shall be subject to the conditions and limitations set forth in Section 3.1 2.1 hereof and applicable to 35-Year Advances generally, and, in addition, the aggregate amount of all outstanding LC Confirmations shall not at any time exceed the LC Confirmation Commitment. Until such time as a CCC Guarantee is issued, or Borrower makes the required Borrower Indemnification Payment with respect to a specific LC Confirmation, the Confirmation Amount of such LC Confirmation shall be included in CoBank’s Individual Outstanding 35-Year Obligations. LC Confirmations are not Letters of Credit for the purposes of this Agreement. 1.4 Clause (e) of Section 13.1 is hereby amended so that the entire Section 13.1 reads as follows:

LC Confirmation Indemnification. In connection with any Export Grain Transaction, Borrower may, subject to the terms and conditions of this Section, at any time before 2:30 P.M. (Central time) on a Banking Day, request CoBank (acting in its individual capacity and not as Administrative Agent or Syndication Party) to confirm (“LC Confirmation”) the letter of credit issued by the applicable Importer’s bank (“Importer LC”), in accordance with the provisions of this Section. Borrower’s request for an LC Confirmation (“Confirmation Request”) may shall be made orally or in writing by facsimile (if orally, shall be confirmed in writing on the same Banking Day)or electronic mail, must be directed to CoBank, with a copy to the Administrative Agent, and must (a) identify (i) the Export Grain Transaction, (ii) the Importer LC (and, if available, attach a copy of the Importer LC), and (iii) the issuer of the Importer LC, in each case for which the LC Confirmation is being requested; (b) specify the dollar amount to be covered by the LC Confirmation (“Confirmation Amount”), and (c) be accompanied by a written confirmation from the U.S. Department of Agriculture that (i) the Export Grain Transaction has been registered with the Commodity Credit Corporation (“CCC”) and the guarantee fee has been submitted to the CCC. In the event CoBank has not received the Credit Guarantee Assurance letter issued by the CCC (“CCC Guarantee”) and an assignment thereof to CoBank, on or before the thirtieth (30th) day following the date of CoBank’s issuance of the LC Confirmation (“Indemnification Date”), Borrower shall promptly, but no later than 3:30 P.M. (Central time) on the Banking Day following the Indemnification Date, reimburse CoBank in full for the Confirmation Amount plus any additional costs or fees incurred by CoBank in connection therewith (“Borrower Indemnification Payment”). Such reimbursement may, at Borrower’s discretion, but subject to the conditions of this Credit Agreement, be made by an a 5-Year Advance under the 35-Year Facility. In the event the CCC Guarantee, and written assignment thereof from Borrower to CoBank, with respect to a specific LC Confirmation is received by CoBank on or before the Indemnification Date, Borrower shall have no further obligations regarding such LC Confirmation. LC Confirmations shall be made only by CoBank and CoBank shall be entitled to retain for its account the full amount of any fees charged to Borrower for the issuance an of any LC Confirmation. Borrower’s entitlement to receive, and the CoBank’s obligation to issue, any LC Confirmation shall be subject to the conditions and limitations set forth in Section 3.1 2.1 and 2.2 hereof and applicable to 35-Year Advances generally, and, in addition, the aggregate amount of all outstanding LC Confirmations shall not at any time exceed the LC Confirmation Commitment. Until such time as a CCC Guarantee is issued, or Borrower makes the required Borrower Indemnification Payment with respect to a specific LC Confirmation, the Confirmation Amount of such LC Confirmation shall be included in CoBank’s Individual Outstanding 35-Year Obligations. LC Confirmations are not Letters of Credit for the purposes of this Credit Agreement. 1.4 Clause (e) of Section 13.1 is hereby amended so that the entire Section 13.1 reads as follows: