0000950137-08-007495 Sample Contracts

Contract
Five-Year Revolving Credit Agreement • May 15th, 2008 • Land O Lakes Inc • Dairy products • New York

THIRD AMENDMENT dated as of March 7, 2008 (this “Amendment”), to the Amended and Restated Five-Year Revolving Credit Agreement dated as of October 11, 2001, as amended and restated as of August 29, 2006, as amended by the First Amendment dated as of February 20, 2007, as amended by the Second Amendment dated as of September 4, 2007 (as amended, the “Credit Agreement”), among LAND O’LAKES, INC., a cooperative corporation organized under the laws of the State of Minnesota (the “Borrower”), the several banks and other financial institutions from time to time party thereto (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

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FIRST AMENDMENT TO THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • May 15th, 2008 • Land O Lakes Inc • Dairy products • Colorado

FIRST AMENDMENT, dated as of March 13, 2008 (this “Amendment”), to that certain Third Amended and Restated Receivables Purchase Agreement, dated as of September 4, 2007 (the “Receivables Purchase Agreement”), by and among LOL SPV, LLC, a Delaware limited liability company, as Seller (“Seller”), LAND O’LAKES, INC., a Minnesota cooperative corporation (“LOL”), as initial Servicer (“Servicer”), COBANK, ACB, a federally chartered instrumentality of the United States (“CoBank”), and any other Persons that may, from time to time, be party hereto as Purchasers (each, a “Purchaser”), and CoBank as administrator for the Purchasers (in such capacity, “Administrator”).

FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • May 15th, 2008 • Land O Lakes Inc • Dairy products • Minnesota

FIFTH AMENDMENT, dated as of March 13, 2008 (this “Amendment”), to that certain Purchase and Sale Agreement dated as of December 18, 2001, as amended by a First Amendment to Purchase and Sale Agreement dated as of March 31, 2004, by a Second Amendment to Purchase and Sale Agreement dated as of October 22, 2004, by a Third Amendment to Purchase and Sale Agreement dated as of September 7, 2006 and by a Fourth Amendment to Purchase and Sale Agreement dated as of September 4, 2007 (as so amended, the “Purchase and Sale Agreement”), by and among LAND O’LAKES, INC., a Minnesota cooperative corporation (“LOL”), LAND O’LAKES PURINA FEED LLC, a Delaware limited liability company (“Feed”), PURINA MILLS, LLC, a Delaware limited liability company (“Purina”) and WINFIELD SOLUTIONS, LLC, a Delaware limited liability company, as originators (each an “Originator” and collectively, the “Originators”), LOL, as Servicer, and LOL SPV, LLC, a Delaware limited liability company, as purchaser (the “SPV Purch

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