CENEX HARVEST STATES COOPERATIVES
EXHIBIT 10.3 SYNDICATION ADOPTION AGMT
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<FILENAME>cenex012074_ex10-3.txt
<DESCRIPTION>EXHIBIT 10.3 SYNDICATION ADOPTION AGMT
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                                                                    EXHIBIT 10.3



                         SYNDICATION ADOPTION AGREEMENT

         This Syndication Adoption Agreement entered into this 22nd day of May,
2001 ("EFFECTIVE DATE") by and between CoBank, ACB, in its capacity as the
Administrative Agent under the Credit Agreement (as defined below) (in such
role, "ADMINISTRATIVE AGENT"), and each of the other parties signatory hereto
("ADOPTING PARTIES").

RECITALS

         A. Pursuant to the Credit Agreement (Revolving Loan) by and between
Administrative Agent, St. Paul Bank for Cooperatives, the Syndication Parties
named therein, and Cenex Harvest States Cooperatives ("BORROWER"), dated June 1,
1998, and amended by the First Amendment to Credit Agreement (Revolving Loan)
effective as of May 28, 1999, the Second Amendment to Credit Agreement
(Revolving Loan) dated May 23, 2000, and the Third Amendment to Credit Agreement
(Revolving Loan) dated May 22, 2001 (collectively "CREDIT AGREEMENT"), the
Syndication Parties thereto have agreed to provide, limited to their respective
Individual Commitments and Pro Rata Shares, financing to Borrower in the maximum
aggregate amount of $550,000,000.00 through the 364-Day Facility and
$200,000,000.00 through the 5-Year Facility, to be used for the purposes set
forth in the Credit Agreement.

         B. The Adopting Parties wish to become Syndication Parties under the
Credit Agreement with respect to the Individual 364-Day Commitment amounts set
forth beneath their signatures on this Syndication Adoption Agreement
("SYNDICATION INTEREST").

AGREEMENT

         For good and valuable consideration, the receipt and sufficiency of
which the parties hereto hereby acknowledge, and each to induce the others to
enter into this Syndication Adoption Agreement ("AGREEMENT"), the parties hereto
hereby agree as follows:

         DEFINITIONS

         Capitalized terms used herein without definition shall have the meaning
given them in the Credit Agreement, if defined therein.

1.      ACQUISITION OF SYNDICATION INTEREST.

         1.1. Each Adopting Party agrees to, as of the Effective Date, and at
all times thereafter, comply with all of the obligations of a Syndication Party
holding an Individual 364-Day Commitment in the amount shown beneath its
signature below, as such obligations are set forth in the Credit Agreement.

2.      REPRESENTATIONS, WARRANTIES, AND AGREEMENTS.

         2.1. Each Adopting Party represents and warrants that: (a) the making
and performance of this Agreement including its agreement to be bound by the
Credit Agreement is within its power and has been duly authorized by all
necessary corporate


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and other action by it; (b) entering into this Agreement and performance of its
obligations hereunder and under the Credit Agreement will not conflict with nor
constitute a breach of its charter or by-laws nor any agreements by which it is
bound, and will not violate any judgment, decree or governmental or
administrative order, rule, law, or regulation applicable to it; (c) no
approval, authorization or other action by, or declaration to or filing with,
any governmental or administrative authority or any other Person is required to
be obtained or made by it in connection with the execution, delivery and
performance of its duties under this Agreement and the Credit Agreement; (d)
this Agreement has been duly executed by it, and, this Agreement and the Credit
Agreement, constitute its legal, valid, and binding obligation, enforceable in
accordance with their terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting the rights of creditors generally and general equitable
principles (regardless of whether such enforceability is considered in a
proceeding at law or in equity); and (e) the act of entering into and performing
its obligations under this Agreement and the Credit Agreement have been approved
by its credit committee at an authorized meeting thereof (or by written consent
in lieu of a meeting) and such action was duly noted in the written minutes of
such meeting, and it will, if requested by Administrative Agent, furnish
Administrative Agent with a certified copy of such minutes or an excerpt
therefrom reflecting such approval.

         2.2. Each Adopting Party further represents that under the applicable
law in effect as of the date hereof, it is entitled to receive any payments to
be made to it under the Credit Agreement without the withholding of any tax and
will furnish to Administrative Agent and to Borrower such forms, certifications,
statements and other documents as Administrative Agent or Borrower may request
from time to time to evidence such Adopting Party's exemption from the
withholding of any tax imposed by any jurisdiction or to enable Administrative
Agent or Borrower, as the case may be, to comply with any applicable laws or
regulations relating thereto. Without limiting the effect of the foregoing, if
such Adopting Party is not created or organized under the laws of the United
States of America or any state thereof, such Adopting Party will furnish to
Administrative Agent and Borrower IRS Form 4224 or Form 1001, or such other
forms, certifications, statements or documents, duly executed and completed by
Adopting Party, as evidence of such Adopting Party's exemption from the
withholding of United States tax with respect thereto. Notwithstanding anything
herein to the contrary, Borrower shall not be obligated to make any payments to
or for the benefit of Adopting Party until Adopting Party shall have furnished
to Administrative Agent and Borrower the requested form, certification,
statement or document.

         2.3. Adopting Party acknowledges receipt of true and correct copies of
all Loan Documents and agrees and represents that: (a) it has relied upon its
independent review (i) of the Loan Documents, and (ii) any information
independently acquired by it from Borrower or otherwise in making its decision
to acquire an interest in the Loan independently and without reliance on any
Syndication Party or Administrative Agent; (b) it has obtained such information
as it deems necessary (including any information it independently obtained from
Borrower or others) prior to making its decision to acquire the Syndication
Interest; (c) it has made its own independent analysis and appraisal of and
investigation into Borrower's authority, business, operations, financial and
other condition, creditworthiness, and ability to perform its obligations under
the Loan


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Documents and has relied on such review in making its decision to acquire the
Syndication Interest, and will continue to rely solely upon its independent
review of the facts and circumstances related to Borrower, and without reliance
upon any Syndication Party or Administrative Agent, in making future decisions
with respect to all matters under or in connection with the Loan Documents and
its participation in the Loan as a Syndication Party.

         2.4. Adopting Party acknowledges and agrees that: (a) neither
Administrative Agent nor any Syndication Party has made any representation or
warranty, except as expressly stated in this Agreement or the Credit Agreement,
nor do they assume any responsibility with respect to the due execution,
validity, sufficiency, enforceability or collectibility of the Loan, the Loan
Documents or the Notes or with respect to the accuracy and completeness of
matters disclosed, represented or warranted in the Loan Documents by Borrower
(including financial matters); (b) neither Administrative Agent nor any
Syndication Party assumes any responsibility for the financial condition of
Borrower or for the performance of Borrower's obligations under the Loan
Documents; (c) except as otherwise expressly provided in this Agreement or the
Credit Agreement, neither any Syndication Party nor Administrative Agent nor any
other Syndication Party shall have any duty or responsibility to furnish to any
other Syndication Parties any credit or other information concerning Borrower
which may come into its or their possession.

         2.5. Adopting Party: (a) represents that it has acquired and is
retaining the Syndication Interest it is acquiring in the Loan for its own
account in the ordinary course of its banking or financing business; (b) agrees
that it will not sell, assign, convey or otherwise dispose of ("TRANSFER"), or
create or permit to exist any lien or security interest on, all or any part of
its Syndication Interest in the Loan without compliance with all of the terms
and conditions of the Credit Agreement, including Section 16.27 thereof.

         2.6. Adopting Party:

                  2.6.1 Irrevocably consents and submits to the non-exclusive
                  jurisdiction of the courts of the State of Colorado and the
                  United States District Court for the District of Colorado and
                  waives any objection based on venue or forum non conveniens
                  with respect to any action instituted therein arising under
                  this Agreement or the Credit Agreement or in any way connected
                  with or related or incidental to the dealings of the parties
                  hereto in respect of this Agreement or the Credit Agreement or
                  the transactions related hereto, in each case whether now
                  existing or hereafter arising, and whether in contract, tort,
                  equity or otherwise, and agrees that any dispute with respect
                  to any such matters shall be heard only in the courts
                  described above.

                  2.6.2 With respect to litigation concerning this Agreement or
                  the Credit Agreement within the jurisdiction of the courts of
                  the State of Colorado or the United States District Court for
                  the District of Colorado: (a) in the event it shall not
                  maintain a duly appointed agent for service of summons in
                  Colorado, it hereby waives personal service of any and all
                  process


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                  upon it and consents that all such service or process may be
                  made by certified mail (return receipt requested) directed to
                  its address set forth in Section 17.4 of the Credit Agreement
                  (as provided herein) and service so made shall be deemed to be
                  completed five (5) days after the same shall have been so
                  deposited in the U.S. mails, or, at the option of the party
                  making such service, by service in any other manner provided
                  under the rules of any such courts; and (b) within thirty (30)
                  days after such service, Adopting Party shall appear in answer
                  to such process, failing which it shall be deemed in default
                  and judgment may be entered against it for the amount of the
                  claim and other relief requested.

                  2.6.3 HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
                  DEMAND, ACTION OR CAUSE OF ACTION (a) ARISING UNDER THIS
                  AGREEMENT OR THE CREDIT AGREEMENT OR (b) IN ANY WAY CONNECTED
                  WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES
                  HERETO IN RESPECT OF THIS AGREEMENT OR THE CREDIT AGREEMENT OR
                  THE TRANSACTIONS RELATED THERETO IN EACH CASE WHETHER NOW
                  EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT,
                  EQUITY OR OTHERWISE. EACH ADOPTING PARTY HEREBY AGREES AND
                  CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF
                  ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT
                  ADMINISTRATIVE AGENT OR ANY SYNDICATION PARTY MAY FILE AN
                  ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY
                  COURT AS WRITTEN EVIDENCE OF THE CONSENT OF ADOPTING PARTY TO
                  THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

3.      GENERAL.

         3.1. Adopting Party's address for notice under Section 17.4 of the
Credit Agreement shall be as set forth beneath its signature below.

         IN WITNESS HEREOF, the parties hereto have caused this Syndication
Adoption Agreement to be executed as of the Effective Date by their duly
authorized representatives.

                                         Administrative Agent (as Administrative
                                         Agent):


                                         COBANK, ACB

                                         By ____________________________________
                                         Name:  Greg Somerhalder
                                         Title: Vice President


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                                   ADOPTING PARTY:

                                   CREDIT LYONNAIS CHICAGO BRANCH



                                   By: _________________________________________
                                   Name: Julie T. Kanak
                                   Title: Vice President


                                   Contact Name:
                                   Title:
                                   Address: 227 W. Monroe Street
                                            Suite 3800
                                            Chicago, IL 60606

                                   Phone No.: 312/220-7302
                                   Fax No.: 312/641-0527
                                   Individual 364-Day Commitment: $35,000,000.00
                                   Individual 5-Year Commitment: $0.00
                                   Payment Instructions:
                                         Credit Lyonnais New York
                                         ABA# - 0260-0807-3
                                         A/C #: 01.00688.0001.00
                                         Acct. Name:
                                           Attention:
                                         Ref:


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                               BORROWER'S CONSENT

         Borrower hereby signifies its consent to acquisition of Individual
364-Day Commitment by each Adopting Party as described above.

                                               CENEX HARVEST STATES COOPERATIVES

                                               By ______________________________
                                               Name John Schmitz
                                               Title Chief Financial Officer


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