EXHIBIT 10.1 FOURTH AMENDMENT TO CREDIT AGREEMENT (REVOLVING LOAN) THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (Revolving Loan) ("AMENDMENT AGREEMENT") is made May 22, 2002 to be effective as of the Effective Date, by and among Cenex Harvest States Cooperatives, a Minnesota cooperative corporation ("BORROWER"), CoBank, ACB ("COBANK") as the Bid Agent, Lead Arranger, and as the Administrative Agent for the benefit of the present and future Syndication Parties (in that latter capacity "ADMINISTRATIVE AGENT"), Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank International", New York Branch ("RABOBANK"), SunTrust Bank ("SUNTRUST"), Deere Credit, Inc. ("DEERE"), and Credit Lyonnais New York Branch ("CREDIT Lyonnais"), as Syndication Agents, and the Syndication Parties signatory hereto, including CoBank, Rabobank, SunTrust, Deere, and Credit Lyonnais, in such capacity, (each a "SYNDICATION PARTY" and collectively, the "SYNDICATION PARTIES"). RECITALS A. Borrower, CoBank, St. Paul Bank for Cooperatives, and certain of the present Syndication Parties entered into a Credit Agreement (Revolving Loan) (as amended "CREDIT AGREEMENT") dated as of June 1, 1998. The Credit Agreement provided for a 364-Day Facility and a 5-Year Facility. B. The Credit Agreement was amended by the First Amendment to Credit Agreement (Revolving Loan) effective as of May 28, 1999 ("FIRST AMENDMENT"), by the Second Amendment to Credit Agreement (Revolving Loan) dated as of May 23, 2000 ("SECOND AMENDMENT"), and by the Third Amendment to Credit Agreement (Revolving Loan) dated as of May 23, 2001 ("THIRD AMENDMENT"). C. CoBank, as Administrative Agent, gave written notification ("RENEWAL NOTICE") to those Syndication Parties which had an Individual 364-Day Commitment seeking (i) a renewal of their respective Individual 364-Day Commitments and (ii) consent to an extension of the 364-Day Maturity Date pursuant to the provisions of Section 16.9 of the Credit Agreement. D. Certain of the Syndication Parties have provided the Administrative Agent with written notice of their agreement to continue to maintain Individual 364-Day Commitments, and one or more institutions, which were not Syndication Parties prior to the date hereof, have agreed to become Syndication Parties as indicated on Schedule A hereto and by their execution of this Amendment Agreement and by their execution of a Syndication Adoption Agreement. E. The parties hereto desire to amend the Credit Agreement to renew the 364-Day Facility and to make certain other changes to the Credit Agreement as hereinafter set forth. NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, including the mutual promises and agreements contained herein, the parties hereto hereby agree as follows: 1. DEFINITIONS. Capitalized terms used herein without definition shall have the definition given to them in the Credit Agreement if defined therein. 2. RENEWAL OF INDIVIDUAL 364-DAY COMMITMENTS. The Syndication Parties hereby agree to renew or agree to acquire their respective Individual 364-Day Commitments in the amounts set forth beneath their names and signatures on the signature pages hereto and as set forth in Schedule 1 hereto. 3. AMENDMENTS TO CREDIT AGREEMENT. The parties hereto agree that the Credit Agreement shall be amended as follows as of the Effective Date: 3.1 Subsection 1.42 shall be amended in its entirety to read as follows: 1.42 CONSOLIDATED CURRENT ASSETS: the total current assets of Borrower and its Consolidated Subsidiaries as measured in accordance with GAAP. 3.2 Subsection 1.43 shall be amended in its entirety to read as follows: 1.43 CONSOLIDATED CURRENT LIABILITIES: the total current liabilities of Borrower and its Consolidated Subsidiaries as measured in accordance with GAAP. 3.3 Subsection 1.44 shall be amended in its entirety to read as follows: 1.44 CONSOLIDATED FUNDED DEBT: all indebtedness for borrowed money of the Borrower and its Consolidated Subsidiaries, in each case maturing by its terms more than one year after, or which is renewable or extendible for a period ending one year or more after, the date of determination, and shall include Debt of such maturity created or assumed by the Borrower or any Consolidated Subsidiary either directly or indirectly, including obligations of such maturity secured by liens upon property of the Borrower or its Consolidated Subsidiaries and upon which such entity customarily pays the interest, and all rental payments under capitalized leases of such maturity. 3.4 Subsection 1.156 shall be amended in its entirety to read as follows: 1.156 364-DAY MATURITY DATE: May 21, 2003. 2 3.5 Section 13.6 is amended in its entirety to read as follows: 13.6 LOANS. Borrower shall not (nor shall it permit any of its Restricted Subsidiaries to) lend or advance money, credit, or property to any Person, except for (a) loans to Restricted Subsidiaries; (b) trade credit extended in the ordinary course of business; (c) loans made by Borrower to its members on open account maintained by such members with Borrower or made by Borrower to its members pursuant to its Affiliate Financing CoBank Participation Program; provided that (i) the aggregate principal amount of all such loans outstanding at any time shall not exceed $200,000,000.00, and (ii) the aggregate outstanding principal amount of all such loans retained by Borrower shall not exceed $50,000,000.00; (d) loans made by Fin-Ag, Inc. to agricultural producers, provided that (i) the aggregate outstanding principal amount of all such loans at any time shall not exceed $125,000,000.00, (ii) at all times prior to December 1, 2001, the aggregate outstanding principal amount of all such loans retained by Fin-Ag, Inc. shall not exceed $38,000,000.00, and (iii) at all times on and after December 1, 2001, the aggregate outstanding principal amount of all such loans retained by Fin-Ag, Inc. shall not exceed $25,000,000.00. 3.6 Section 13.7 is amended in its entirety to read as follows: 13.7 MERGER; ACQUISITIONS; BUSINESS FORM; ETC. Borrower shall not merge (nor shall it permit any of its Restricted Subsidiaries to) or consolidate with any entity, or acquire all or substantially all of the assets of any person or entity, or form or create any new subsidiary (other than a Restricted Subsidiary formed by Borrower) or affiliate, change its business form from a cooperative corporation, or commence operations under any other name, organization, or entity, including any joint venture; provided, however, (a) The foregoing shall not prevent any consolidation, acquisition, or merger if after giving effect thereto: (i) The book value of Borrower and its subsidiaries does not increase due to all such mergers, consolidations or acquisitions by an aggregate amount in excess of $50,000,000 in any fiscal year of Borrower; (ii) Borrower is the surviving entity; and (iii) No Event of Default or Potential Default shall have occurred and be continuing. (b) The foregoing shall not prevent Borrower from forming or creating any new subsidiary or affiliate provided: (i) The Investment in such subsidiary or affiliate does not violate any provision of Section 13.8 hereof; and 3 (ii) Such subsidiary or affiliate shall not acquire all or substantially all of the assets of any Person except through an acquisition, consolidation, or merger satisfying the requirements of clause (a) of this Section. 3.7 Clause (j) of Section 13.8 (and only that clause), is amended in its entirety to read as follows: (j) Investments, in addition to those permitted by clauses (a) through (i) above, in an aggregate amount not exceeding $140,000,000.00. 3.8 Schedule 1 is replaced in its entirety by the Schedule 1 attached hereto. 3.9 Schedule 2 is replaced in its entirety by the Schedule 2 attached hereto. 4. BORROWER'S REPRESENTATIONS. Borrower hereby represents and warrants that, after giving effect to this Amendment Agreement and the transactions contemplated hereby, no Potential Default or Event of Default has occurred and is continuing under the Credit Agreement or other Loan Documents. 5. EFFECTIVE DATE. This Amendment Agreement shall become effective on May 22, 2002 ("EFFECTIVE DATE"), so long as on or before that date the Administrative Agent receives (a) an original copy of this Amendment Agreement (or original counterparts thereof) duly executed by each party hereto, (b) a Syndication Adoption Agreement (or original counterparts thereof) duly executed by each party identified on Schedule A hereto, (c) each required new or replacement Promissory Note, (d) a copy of a resolution of Borrower's board of directors, certified to by Borrower's corporate secretary, which authorizes execution of this Amendment Agreement; (e) an opinion of Borrower's counsel in all respects acceptable to the Administrative Agent; and (f) payment by wire transfer of (i) the fees described in Section 6 hereof and (ii) reimbursement for each of the costs, expenses described in Section 7 hereof. Upon the satisfaction of all conditions precedent hereto, the Administrative Agent will notify each party hereto in writing and will provide copies of all appropriate documentation in connection herewith. 6. UP-FRONT FEE. Borrower agrees to pay to the Administrative Agent, for distribution among the Syndication Parties, the Up-Front Fee calculated in the manner previously disclosed to Borrower by the Administrative Agent, based on Individual 364-Day Commitments and the Individual 5-Year Commitments, as both are shown on the signature pages hereto. 7. COSTS; EXPENSES AND TAXES. Borrower agrees to reimburse the Administrative Agent on demand for all out-of-pocket costs, expenses and charges (including, without limitation, all fees and charges of external legal counsel for the Administrative Agent) incurred by the Administrative Agent in connection with the preparation, reproduction, execution and delivery of this Amendment Agreement and any other instruments and documents to be delivered hereunder. 4 8. GENERAL PROVISIONS. 8.1 The Credit Agreement, except as expressly modified herein, shall continue in full force and effect and be binding upon the parties thereto. 8.2 Borrower agrees to execute such additional documents as the Administrative Agent may require, including, without limitation, new and/or replacement Notes, to carry out or evidence the purposes of this Amendment Agreement. 8.3 The execution, delivery and effectiveness of this Amendment Agreement shall not operate as a waiver of any right, power or remedy of the Administrative Agent or any Syndication Party under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents, and the Credit Agreement, as expressly modified hereby, and each of the other Loan Documents, are hereby ratified and confirmed and shall continue in full force and effect and be binding upon the parties thereto. Any direct or indirect reference in the Loan Documents to the "Credit Agreement" shall be deemed to be a reference to the Credit Agreement as amended by this Amendment Agreement. Any direct or indirect reference in the Loan Documents to a "Syndication Party" or to the "Syndication Parties" shall be deemed to be a reference to the Syndication Parties shown on Schedule 1 to this Amendment Agreement. 9. GOVERNING LAW. This Amendment Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. 10. COUNTERPARTS. This Amendment Agreement may be executed in any number of counterparts and by different parties to this Amendment Agreement in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Telefax copies of documents or signature pages bearing original signatures, and executed documents or signature pages delivered by telefax, shall, in each such instance, be deemed to be, and shall constitute and be treated as, an original signed document or counterpart, as applicable. [EXECUTION PAGES BEGIN ON THE NEXT PAGE] 5 IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to Credit Agreement (Revolving Loan) to be executed by their duly authorized officers as of the Effective Date. BORROWER: CENEX HARVEST STATES COOPERATIVES, a cooperative corporation formed under the laws of the State of Minnesota By: --------------------------------------- Name: John Schmitz Title: Chief Financial Officer ADMINISTRATIVE AGENT, LEAD ARRANGER, AND BID AGENT: COBANK, ACB By: --------------------------------------- Name: Title: Vice President SYNDICATION AGENT: COOPERATIEVE CENTRALE RAIFFEISEN- BOERENLEENBANK B.A., "RABOBANK INTERNATIONAL", NEW YORK BRANCH By: --------------------------------------- Name: ------------------------------------- Title: ------------------------------------ By: --------------------------------------- Name: ------------------------------------- Title: ------------------------------------ SYNDICATION AGENT: SUNTRUST BANK By: --------------------------------------- Name: ------------------------------------- Title: ------------------------------------ 6 SYNDICATION AGENT: DEERE CREDIT, INC. By: --------------------------------------- Name: ------------------------------------- Title: ------------------------------------ SYNDICATION AGENT: CREDIT LYONNAIS NEW YORK BRANCH By: --------------------------------------- Name: ------------------------------------- Title: ------------------------------------ 7 SYNDICATION PARTIES: COBANK, ACB By: --------------------------------------- Name: ------------------------------------- Title: Vice President Contact Name: __________ Title: Vice President Address: 5500 So. Quebec Street Greenwood Village, CO 80111 Phone No.: 303/694-5838 Fax No.: 303/694-5830 Individual 364-Day Commitment: $177,000,000.00 Individual 5-Year Commitment: $61,666,667.00 Payment Instructions: CoBank, ACB ABA #: 307088754 Acct. Name: CoBank, ACB Account No.: 22274433 Attn: Marshall Allen Reference: Cenex Harvest States 8 SYNDICATION PARTIES: INTESABCI, NEW YORK BRANCH By: --------------------------------------- Name: ------------------------------------- Title: ------------------------------------ By: --------------------------------------- Name: ------------------------------------- Title: ------------------------------------ Contact Name: Antonio Di Maggio Title: Vice President Address: One William Street New York, NY 10004 Phone No.: 212/607-3862 Fax No.: 212/527-8777 Individual 364-Day Commitment: $10,000,000.00 Individual 5-Year Commitment: $8,333,333.00 Payment Instructions: Pay by FED WIRE ABA# - 026005319 For account of IntesaBci New York Branch Attn: Loan Dept./Ms. Castrogiovanni Ref: CHS Cooperatives 9 SYNDICATION PARTIES: CREDIT AGRICOLE INDOSUEZ By: --------------------------------------- Name: ------------------------------------- Title: ------------------------------------ By: --------------------------------------- Name: ------------------------------------- Title: ------------------------------------ Contact Name: Theodore D. Tice Title: Vice President Address: 55 E. Monroe Street Chicago, IL 60603-5702 Phone No.: 312/917-7463 Fax No.: 312/372-3455 Individual 364-Day Commitment: $0.00 Individual 5-Year Commitment: $16,666,667.00 Payment Instructions: Citibank - New York, New York ABA# - 021-000-089 Acct. Name: Credit Agricole Indoseuz Chgo Branch Account No.: 36023853 Swift Code: CITIUS33 Ref: Cenex Harvest States 10 SYNDICATION PARTIES: SUNTRUST BANK By: --------------------------------------- Name: ------------------------------------- Title: Director By: --------------------------------------- Name: ------------------------------------- Title: ------------------------------------ Contact Name: Kurt Morris Title: Director Address: 303 Peachtree Street N.E. Third Floor Atlanta, GA 30308 Phone No.: 404/658-4807 Fax No.: 404/230-5305 Individual 364-Day Commitment: $38,000,000.00 Individual 5-Year Commitment: $8,333,333.00 Payment Instructions: SunTrust Bank ABA# - 061000104 Acct. Name: Corporate Banking Operations General Ledger Account Account No.: 9088000112 Ref: Cenex Harvest States Cooperatives 11 SYNDICATION PARTIES: BNP PARIBAS By: --------------------------------------- Name: Guillaume de la Ville Title: Vice President By: --------------------------------------- Name: Marcie Weiss Title: Managing Director Contact Name: Guillaume de la Ville Title: Vice President Address: 919 Third Avenue New York, NY 10022 Phone No.: 212/841-2067 Fax No.: 212/841-2536 Individual 364-Day Commitment: $38,000,000.00 Individual 5-Year Commitment: $13,333,333.00 Payment Instructions: BNP Paribas - New York ABA# - 026-007-689 Acct. Name: Loan Servicing Clearing Account Account No.: 1 03 13 000 103 Reference: Cenex Harvest States Operations Contact: Pedro Rivera Phone: 212/471-6631 Fax: 212/471-6695 12 SYNDICATION PARTIES: COOPERATIEVE CENTRALE RAIFFEISEN- BOERENLEENBANK B.A., "RABOBANK INTERNATIONAL", NEW YORK BRANCH By: --------------------------------------- Name: ------------------------------------- Title: ------------------------------------ By: --------------------------------------- Name: ------------------------------------- Title: ------------------------------------ Contact Name: Tom Kelly Title: Vice President Address: 300 South Wacker Drive Suite 3500 Chicago, IL 60606-6610 Phone No.: 312/408-8222 Fax No.: 312/408-8240 Individual 364-Day Commitment: $38,000,000.00 Individual 5-Year Commitment: $13,333,333.00 Payment Instructions: The Bank of New York (New York, NY 10167) ABA# - 021 000 018 Acct. Name: Rabobank Nederland Account No.: 802 6002 533 Attn: Clemencia Stewart Ref: Cenex Harvest States 13 SYNDICATION PARTIES: THE BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH By: --------------------------------------- Name: Patrick McCue Title: Vice President & Manager Contact Name: Patrick McCue Title: Vice President & Manager Address: 601 Carlson Parkway, Suite 370 Minnetonka, MN 55305 Phone No.: 952/473-5090 Fax No.: 952/473-5152 Loan Administration Contact Name: Janice Hennig Address: 227 West Monroe Street Suite 2300 Chicago, Illinois 60606 Phone No.: 312/696-4710 Fax No.: 312/696-4532 Individual 364-Day Commitment: $22,000,000.00 Individual 5-Year Commitment: $8,333,333.00 Payment Instructions: The Federal Reserve Bank of Chicago ABA# - 071002341 Acct. Name: The Bank of Tokyo- Mitsubishi, Ltd. Attention: Loan Administration Ref: Cenex Harvest States Cooperatives 14 SYNDICATION PARTIES: CREDIT LYONNAIS NEW YORK BRANCH By: --------------------------------------- Name: Attila Koc Title: Senior Vice President Contact Name: Julie T. Kanak Title: Vice President Address: 227 W. Monroe Street Suite 3800 Chicago, IL 60606 Phone No.: 312/220-7302 Fax No.: 312/641-0527 Individual 364-Day Commitment: $38,000,000.00 Individual 5-Year Commitment: $0.00 Payment Instructions: Credit Lyonnais New York ABA# - 0260-0807-3 A/C #: 01.881793701 Acct. Name: Attention: Ref: 15 SYNDICATION PARTIES: WELLS FARGO BANK, NATIONAL ASSOCIATION By: --------------------------------------- Name: ------------------------------------- Title: ------------------------------------ By: --------------------------------------- Name: ------------------------------------- Title: ------------------------------------ Contact Name: Allison Gelfman Title: Vice President Address: Sixth and Marquette MAC-N9305-031 Minneapolis, MN 55479-0085 Phone No.: 612/316-1402 Fax No.: 612/667-2276 Individual 364-Day Commitment: $25,000,000.00 Individual 5-Year Commitment: $8,333,333.00 Payment Instructions: Wells Fargo Bank National Association ABA# - 091000019 Acct. Name: Commercial Loan Clearing Account Account No.: 840165 Ref: Cenex Harvest States 16 SYNDICATION PARTIES: DZ BANK AG DEUTSCHE ZENTRAL- GENOSSNESCHAFTSBANK, FRANKFURT AM MAIN, (FORMERLY DG BANK DEUTSCHE GENOSSENSCHAFTSBANK AG) By: --------------------------------------- Name: ------------------------------------- Title: ------------------------------------ By: --------------------------------------- Name: ------------------------------------- Title: ------------------------------------ Contact Name: James A. Kyprios Title: Vice President Address: 609 Fifth Avenue New York, NY 10017 Phone No.: 212/745-1562 Fax No.: 212/745-1556 Individual 364-Day Commitment: $0.00 Individual 5-Year Commitment: $13,333,333.00 Payment Instructions: (1) CHIPS Payments: Bank of New York for Account of DG Bank, NY Account No. 8900433876 Ref: Cenex Harvest States (2) Federal Reserve Payments: Bank of New York ABA #021000018 Account Name: DG Bank, NY Account No. 8900433876 Ref: Cenex Harvest States 17 SYNDICATION PARTIES: U.S. BANK NATIONAL ASSOCIATION By: --------------------------------------- Name: ------------------------------------- Title: ------------------------------------ Contact Name: Kathi L. Hatch Title: Commercial Banking Associate Address: %U.S. Bancorp Ag Credit, Inc. 950 17th Street, #330 Denver, CO 80202 Phone No.: 303/585-4926 Fax No.: 303/585-4732 Individual 364-Day Commitment: $18,000,000.00 Individual 5-Year Commitment: $8,333,333.00 Payment Instructions: U.S. Bank National Association Portland, OR. ABA# - 123000220 Acct. Name: U.S. Bancorp Ag Credit, Inc. Account No.: 00340012160600 PL-7 Commercial Loan Servicing West Attn: Participation Specialist Ref: Cenex Harvest States #63490-61459 18 SYNDICATION PARTIES: AGFIRST, FCB By: --------------------------------------- Name: Bruce B. Fortner Title: Vice President Contact Name: Bruce B. Fortner Title: Vice President Address: 1401 Hampton Street, P.O. Box 1499 Columbia, SC 29201 Phone No.: 803/799-5000 x457 Fax No.: 803/254-4219 Individual 364-Day Commitment: $38,000,000.00 Individual 5-Year Commitment: $8,333,333.00 Payment Instructions: AgFirst Farm Credit Bank ABA# - 053905974 Acct. Name: AgFirst FCB Account No.: N/A Attn: N/A Ref: Cenex Harvest States Coop 19 SYNDICATION PARTIES: NATEXIS BANQUES POPULAIRES, NEW YORK BRANCH By: --------------------------------------- Name: Cliff A. Niebling Title: Vice President, Commodities Group Contact Name: Cliff A. Niebling Title: Vice President, Commodities Group Address: 1251 Avenue of the Americas New York, NY 10020 Phone No.: 212/872-5133 Fax No.: 212/872-5162 Individual 364-Day Commitment: $28,000,000.00 Individual 5-Year Commitment: $0.00 Payment Instructions: Chase Manhattan Bank, NY, NY ABA# - 021-000-021 Acct. Name: Natexis Banques Populaires, New York Branch Account No.: 544-7-75330 Attn: Lordes Nieves Ref: Cenex Harvest States Cooperatives 20 SYNDICATION PARTIES: BANK OF AMERICA, N.A., FORMERLY BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION By: --------------------------------------- Name: David L. Catherall Title: Vice President Contact Name: David L. Catherall Title: Vice President Address: 231 South La Salle Street, 10th Floor Chicago, IL 60697 Phone No.: 312/828-7169 Fax No.: 312/987-1276 Individual 364-Day Commitment: $0.00 Individual 5-Year Commitment: $31,666,667.00 Payment Instructions: Bank of America, N.A. ABA - 111000012 Acct. Name: Credit Services Attention: Karen Dumond Ref: Cenex Harvest States Cooperatives 21 SYNDICATION PARTIES: NATIONAL CITY BANK OF INDIANA By: --------------------------------------- Name: ------------------------------------- Title: ------------------------------------ Contact Name: Title: Address: Phone No.: Fax No.: Individual 364-Day Commitment: $13,000,000.00 Individual 5-Year Commitment: $0.00 Payment Instructions: Bank _____ ABA - Acct. Name: Attention: Ref: Cenex Harvest States Cooperatives 22 SYNDICATION PARTIES: DEERE CREDIT, INC. By: --------------------------------------- Name: Jack W. Harris Title: Manager Credit Operations/Administration Contact Name: Jack W. Harris Title: Manager Credit Operations/Administration Address: 6400 NW 86th Street P.O. Box 6650-Dept 140 Johnston, IA 50131-6650 Phone No.: 515/267-4349 Fax No.: 515/267-4020 Individual 364-Day Commitment: $38,000,000.00 Individual 5-Year Commitment: $0.00 Payment Instructions: Bank: Bank One Bank Address: Chicago, IL ABA - 071000013 Acct. Name: Deere Credit Services Account Number - 51-52135 Ref: Cenex Harvest States Cooperatives 23 SYNDICATION PARTIES: HARRIS TRUST AND SAVINGS BANK By: --------------------------------------- Name: ------------------------------------- Title: ------------------------------------ Contact Name: Robert H. Wolohan Title: Vice President Address: 111 W. Monroe Street 20th Floor West Chicago, IL 60603 Phone No.: 312/461-6049 Fax No.: 312/293-4280 Individual 364-Day Commitment: $29,000,000.00 Individual 5-Year Commitment: $0.00 Payment Instructions: Bank: Harris Trust and Savings Bank, Chicago, IL ABA#: 071000288 Credit Account #1092154 Credit Services Notify: Robert Nelson 461-3118 Ref: Cenex Harvest States Cooperatives 24