EXHIBIT 10.21
ADDENDUM TO
LIMITED LIABILITY COMPANY AGREEMENT
This Addendum is entered into as of 8:00 a.m., C.D.T., on July 23,
1998, by Cenex Harvest States Cooperatives ("CHS"), a Minnesota cooperative
corporation, and Farmland Industries, Inc. ("Farmland"), a Kansas cooperative
corporation. CHS and Farmland are collectively referred to in this Addendum as
the "Members".
RECITALS
A. CHS and Farmland are Members of Country Energy, LLC, a Delaware
limited liability company (the "Company"), pursuant to a Limited Liability
Agreement dated June 29, 1998 (the "LLC Agreement"). All capitalized terms not
defined herein shall have the meanings assigned to such terms in the LLC
Agreement.
B. The Members desire to amend the provisions of Sections 2.6 and
2.10(a) of Article II of the LLC Agreement.
In consideration of the foregoing and the mutual covenants and promises
contained herein, the Members agree as follows:
1. Sections 2.6 and 2.10(a) of Article II of the LLC Agreement are
hereby amended in their entirety to read as follows:
2.6 Agreement to Finalize Certain Operative Documents. The
Members recognize that certain Exhibits (and certain Schedules attached
to such Exhibits), which consist of certain Operative Agreements, have
not been agreed upon as of the date hereof. The Members agree to
negotiate and work together in good faith to finalize such Operative
Agreements in accordance with the understandings of the Members as of
the date hereof. When the Members and the Company reach agreement with
respect to the terms of all of the Operative Agreements, the Members
and the Company shall execute such agreements and attach such
agreements as Exhibits to this Agreement.
2.10 Business Plan.
(a) The Members agree to work together in good faith
to adopt a Business Plan as soon as possible covering the
three fiscal years commencing on September 1, 1998 (the
"Initial Business Plan").
2. In all other respects, the LLC Agreement, as amended hereby, is
confirmed by the Members.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
CENEX HARVEST STATES COOPERATIVES FARMLAND INDUSTRIES, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Executive Officer Title: Executive Vice President