COFINA FUNDING, LLC, as Issuer and U.S. BANK NATIONAL ASSOCIATION, as Trustee BASE INDENTURE Dated as of August 10, 2005 Cofina Variable Funding Asset Backed Notes (Issuable in Series)Base Indenture • January 13th, 2009 • CHS Inc • Wholesale-farm product raw materials • New York
NOTE PURCHASE AGREEMENT among COFINA FUNDING, LLC, as Issuer, VENUS FUNDING CORPORATION, as the Conduit Purchaser, BANK HAPOALIM B.M., as Funding Agent for the Purchasers, and THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTIES HERETO, as Committed...Note Purchase Agreement • January 13th, 2009 • CHS Inc • Wholesale-farm product raw materials • New York
COFINA FUNDING, LLC, as Issuer and U.S. BANK NATIONAL ASSOCIATION, as Trustee SERIES 2006-A SUPPLEMENT Dated as of February 21, 2006 to BASE INDENTURE Dated as of August 10, 2005 COFINA FUNDING, LLC SERIES 2006-A Cofina Variable Funding Asset-Backed NotesSeries Supplement • January 13th, 2009 • CHS Inc • Wholesale-farm product raw materials • New York
SECOND AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • January 13th, 2009 • CHS Inc • Wholesale-farm product raw materials • New York
THIS SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Amendment”) is executed as of February 19, 2008 (“Effective Date”) among Cofina Funding, LLC (the “Issuer”), Venus Funding Corporation (the “Conduit Purchaser”), Bank Hapoalim B.M. (the “Funding Agent”), and the Committed Purchasers party hereto.
OMNIBUS AMENDMENT AND AGREEMENTOmnibus Amendment • January 13th, 2009 • CHS Inc • Wholesale-farm product raw materials • New York
THIS OMNIBUS AMENDMENT No. 3, dated as of May 16, 2008 (this “Amendment No. 3”), is entered into by and among Cofina Funding, LLC (the “Issuer”), Cofina Financial, LLC (the “Servicer” Bank Hapoalim B.M. (the “Funding Agent”), Venus Funding Corporation (the “Conduit Purchaser”) and U.S. Bank National Association, as Trustee (in such capacity, the “Trustee” and as Custodian (in such capacity, the “Custodian”), in each of the capacities in which they appear in the Agreements (defined below). Capitalized terms used but not defined herein have the meanings provided in the Indenture (defined below).
SERVICING AGREEMENT among COFINA FUNDING, LLC, as Issuer, COFINA FINANCIAL, LLC, as Servicer, and U.S. BANK NATIONAL ASSOCIATION, as Trustee Dated as of August 10, 2005Servicing Agreement • January 13th, 2009 • CHS Inc • Wholesale-farm product raw materials • New York
This corporation under its Articles of Incorporation and Bylaws has full authority to borrow money and to give security by mortgage, security agreement, pledge, or otherwise, of its own property and of property delivered to it for marketing or otherwise; and all acts prerequisite to the adoption of this resolution have been taken in proper form, time, and manner:
OMNIBUS AMENDMENT AND AGREEMENTOmnibus Amendment and Agreement • January 13th, 2009 • CHS Inc • Wholesale-farm product raw materials • New York
THIS OMNIBUS AMENDMENT. dated as of May 11, 2007 (this “Amendment”), is entered into by and among Cofina Funding, LLC (the “Issuer”), Cofina Financial. LLC (the “Servicer’’). Bank Hapoalim B.M. (the “Funding Agent”) and U.S. Bank National Association. as Trustee (in such capacity, the “Trustee”) and as Custodian (in such capacity, the “Custodian”), in each of the capacities in which they appear in the Agreements (defined below). Capitalized terms used but not defined herein have the meanings provided in the Indenture (defined below).
OMNIBUS AMENDMENT AND AGREEMENTOmnibus Amendment and Agreement • January 13th, 2009 • CHS Inc • Wholesale-farm product raw materials • New York
THIS OMNIBUS AMENDMENT No. 2, dated as of October 1, 2007 (this “Amendment No. 2”), is entered into by and among Cofina Funding, LLC (the “Issuer”), Cofina Financial, LLC (the “Servicer” , Bank Hapoalim B.M. (the “Funding Agent”) and U.S. Bank National Association, as Trustee (in such capacity, the “Trustee”) and as Custodian (in such capacity, the “Custodian”), in each of the capacities in which they appear in the Agreements (defined below). Capitalized terms used but not defined herein have the meanings provided in the Indenture (defined below).
SECOND AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • January 13th, 2009 • CHS Inc • Wholesale-farm product raw materials • New York
THIS SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Amendment”) is executed as of May 13, 2008 (the “Effective Date”) among COFINA FUNDING, LLC (the “Issuer”), VOYAGER FUNDING CORPORATION (the “Conduit Purchaser”), BANK HAPOALIM B.M. (the “Funding Agent”), and the Committed Purchasers party hereto.
OMNIBUS AMENDMENT AND AGREEMENTOmnibus Amendment and Agreement • January 13th, 2009 • CHS Inc • Wholesale-farm product raw materials • New York
THIS OMNIBUS AMENDMENT, dated as of August 30, 2005 (this “Amendment”), is entered into by and among Cofina Funding, LLC (the “Issuer”), Cofina Financial, LLC (the “Servicer”), Cenex Finance Association, Inc. (the “Guarantor”), Bank Hapoalim B.M. (the “Funding Agent”) and U.S. Bank National Association, as Trustee (in such capacity, the “Trustee”) and as Custodian (in such capacity, the “Custodian”), in each of the capacities in which they appear in the Agreements (defined below). Capitalized terms used but not defined herein have the meanings provided in the Indenture (defined below).
PURCHASE AND SALE AGREEMENT Dated as of August 10, 2005 between COFINA FUNDING, LLC, as Purchaser and COFINA FINANCIAL, LLC, as SellerPurchase and Sale Agreement • January 13th, 2009 • CHS Inc • Wholesale-farm product raw materials • New York
PURCHASE AND SALE AGREEMENT (“Agreement”) dated as of August 10, 2005, by and between COFINA FINANCIAL, LLC, a Minnesota limited liability company, the “Seller”) and COFINA FUNDING, LLC, a Delaware limited liability company (the “Purchaser”).
AMENDED AND RESTATED LOAN ORIGINATION AND PARTICIPATION AGREEMENTLoan Origination and Participation Agreement • January 13th, 2009 • CHS Inc • Wholesale-farm product raw materials • Minnesota
THIS AMENDED AND RESTATED LOAN ORIGINATION AND PARTICIPATION AGREEMENT (“Agreement”) is made and entered into as of the 31 day of October, 2006, by and among AgStar Financial Services, PCA, d/b/a ProPartners Financial (hereafter referred to as “ProPartners”); CHS Inc. (hereafter referred to as “CHS”) and Cofina Financial, LLC (hereafter referred to as “Cofina”).
COFINA FUNDING, LLC, as Issuer and U.S. BANK NATIONAL ASSOCIATION, as Trustee SERIES 2005-A SUPPLEMENT Dated as of August 10, 2005 to BASE INDENTURE Dated as of August 10, 2005 COFINA FUNDING, LLC SERIES 2005-A Cofina Variable Funding Asset-Backed NotesSeries Supplement • January 13th, 2009 • CHS Inc • Wholesale-farm product raw materials • New York
January 5, 2007 Brian Legried, President Cofina Financial 5500 Cenex Drive Inver Grove Heights, MN 55077 Dear Mr. Legried:Loan Origination and Participation Agreement • January 13th, 2009 • CHS Inc • Wholesale-farm product raw materials
AgStar Financial Services, PCA, d/b/a ProPartners Financial (“ProPartners”), Cofina Financial, LLC (“Cofina”) and CHS Inc. (“CHS”) are parties to an Amended and Restated Loan Origination and Participation Agreement dated October 31, 2006 (“Agreement”) whereby Cofina has agreed to originate and participate to ProPartners certain loans under Cofina’s agricultural production and processing financing program (“the Program”) based on terms and conditions set forth in the Agreement. All capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Agreement.
FIRST AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • January 13th, 2009 • CHS Inc • Wholesale-farm product raw materials • New York
THIS FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Amendment”) is executed as of May 15, 2007 (the “Effective Date”) among COFINA FUNDING, LLC (the “Issuer”), VOYAGER FUNDING CORPORATION (the “Conduit Purchaser”), BANK HAPOALIM B.M. (the “Funding Agent”), and the Committed Purchasers party hereto.
AMENDMENT NO. 1 TO BASE INDENTUREBase Indenture Amendment • January 13th, 2009 • CHS Inc • Wholesale-farm product raw materials • New York
THIS AMENDMENT NO. 1 TO BASE INDENTURE, dated as of November 18, 2005 (this “Amendment”), is entered into by and among Cofina Funding, LLC (the “Issuer”), Cofina Financial, LLC (the “Servicer”), Bank Hapoalim B.M. (the “Funding Agent”) and U.S. Bank National Association, as Trustee (in such capacity, the “Trustee”). Capitalized terms used but not defined herein have the meanings provided in the Indenture (defined below).
LOCKBOX AGREEMENT August 10, 2005Lockbox Agreement • January 13th, 2009 • CHS Inc • Wholesale-farm product raw materials • New York
COFINA FINANCIAL, LLC, a Minnesota limited liability company (“Cofina Financial “), hereby notifies you that in connection with certain transactions involving the operating and term loans of Cofina Financial, Cofina Financial hereby transfers. exclusive ownership and control of its lockbox number (the “Lockbox”) and the corresponding lockbox account number maintained with you (the “Lockbox Account”) to Cofina Funding, LLC (the “Issuer”) (or its assigns or designees). The Issuer further notifies you that in connection with such transactions the Issuer hereby transfers exclusive dominion and control of the Lockbox and the Lockbox Account to U.S. Bank National Association, in its capacity as trustee for and on behalf of certain other secured parties (the “Trustee”). Cofina Financial has agreed to act as initial servicer of such loans for the Issuer and the Trustee (Cofina Financial, or any successor servicer, the “Servicer”). Cofina Financial shall have no ownership of, or rights in, the
FIRST AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • January 13th, 2009 • CHS Inc • Wholesale-farm product raw materials • New York
THIS FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Amendment”) is executed as of November 6, 2008 (the “Effective Date”) among Cofina Funding, LLC (the “Issuer”), Venus Funding Corporation (the “Conduit Purchaser”) and Bank Hapoalim B.M., as the Funding Agent (in such capacity, the “Funding Agent”) and as a Committed Purchaser (in such capacity, the “Committed Purchaser”).
COFINA FUNDING, LLC, as Issuer U.S. BANK NATIONAL ASSOCIATION, as Trustee and U.S. BANK NATIONAL ASSOCIATION, as Custodian CUSTODIAN AGREEMENT August 10, 2005Custodian Agreement • January 13th, 2009 • CHS Inc • Wholesale-farm product raw materials • New York
THIS CUSTODIAN AGREEMENT, dated as of August 10, 2005, by and between Cofina Funding, LLC (the “Issuer”), U.S. Bank National Association, not in its individual capacity but solely as trustee (the “Trustee”), and U.S. Bank National Association, as custodian (the “Custodian”).
December 11, 2006 Cofina Financial, LLC Attn: Brian Legried 5500 Cenex Drive Inver Grove Heights, MN 55077 CHS Inc. Attn: John McEnroe P.O. Box 64089 St. Paul, MN 55164-0089 Re: Amendment to Amended and Restated Loan Origination and Participation...Loan Origination and Participation Agreement • January 13th, 2009 • CHS Inc • Wholesale-farm product raw materials
AgStar Financial Services. PCA. d/b/a ProPartners Financial (“ProPartners”). Cofina Financial. LLC (“Cofina”) and CHS Inc. (“CHS”) are parties to an Amended and Restated Loan Origination and Participation Agreement dated October 31, 2006 (“Agreement’’) whereby Cofina has agreed to originate and participate to ProPartners certain loans under Cofina’s agricultural production and processing financing program (the “Program”) based on the terms and conditions set forth in the Agreement. All capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Agreement.
COFINA FUNDING, LLC, as Issuer and U.S. BANK NATIONAL ASSOCIATION, as Trustee SERIES 2005-B SUPPLEMENT Dated as of November 18, 2005 to BASE INDENTURE Dated as of August 10, 2005 COFINA FUNDING, LLC SERIES 2005-B Cofina Variable Funding Asset-Backed NotesSeries Supplement • January 13th, 2009 • CHS Inc • Wholesale-farm product raw materials • New York
December 12, 2007 Cofina Financial Attn: Brian Legried 5500 Cenex Drive Inver Grove Heights, MN 55077 Re:Amendment to Amended and Restated Loan Origination and Participation Agreement Dear Mr. Legried:Loan Origination and Participation Agreement • January 13th, 2009 • CHS Inc • Wholesale-farm product raw materials
AgStar Financial Services. PCA d./b/a ProPartners Financial (“ProPartners”), Cofina Financial, LLC (“Cofina”) and CHS Inc. (“CHS”) are parties to an Amended and Restated Loan Origination and Participation Agreement dated October 31, 2006 (“Agreement”) whereby Cofina has agreed to originate and participate to ProPartners certain loans under Cofina’s agricultural production and processing financing program (“the Program”) based on terms and conditions set forth in the Agreement. All capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Agreement.
