Fifth Amendment to Purchase and Sale Agreement

EXECUTION VERSION

FIFTH AMENDMENT TO
PURCHASE AND SALE AGREEMENT

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 Purchaser”).

WITNESSETH:

     WHEREAS, pursuant to the Purchase and Sale Agreement, each of the Originators has sold or contributed, and will continue to sell or contribute, all of the Receivables and Related Rights that it owns, and from time to time hereafter will own or that it will from time to time hereafter originate in the ordinary course of each Originator’s respective businesses, to the SPV Purchaser;

     WHEREAS, the SPV Purchaser has entered into a Third Amended and Restated Receivables Purchase Agreement, dated as of September 4, 2007 (the “Receivables Purchase Agreement”), by and among the SPV Purchaser, as Seller, LOL, as Servicer, CoBank, ACB, as Administrator, and any other Persons that may, from time to time, be party thereto as Purchasers, pursuant to which, among other things, the SPV Purchaser may sell to the Administrator, for the benefit of the Purchasers, undivided interests in the Receivables and Related Rights;

     WHEREAS, the parties to the Receivables Purchase Agreement desire to amend the Receivables Purchase Agreement on the terms and conditions set forth in that certain First Amendment to Third Amended and Restated Receivables Purchase Agreement, dated as of the date hereof (the “RPA Amendment”);

     WHEREAS, the amendment of the Receivables Purchase Agreement pursuant to the RPA Amendment also requires certain conforming amendments to the Purchase and Sale Agreement;

     NOW, THEREFORE, the parties hereto hereby agree as follows:

     1. Defined Terms. Terms defined in the Purchase and Sale Agreement and used herein shall have the meanings given to them in the Purchase and Sale Agreement (as the same may be amended hereby).

     2. Acknowledgment of and Consent to the RPA Amendment. Each of the parties hereto acknowledges and consents to the RPA Amendment on the terms and conditions set forth therein.

     3. Amendment to Definition of “Receivables Purchase Agreement” under the Purchase and Sale Agreement. Each of the parties hereto agrees that all references to the “Receivables Purchase Agreement” contained in the Purchase and Sale Agreement shall be deemed to be references to the Receivables Purchase Agreement as amended by the RPA Amendment (and as the same may be amended, amended and restated, supplemented or otherwise modified from time to time).

     4. Conditions to Effectiveness. This Amendment shall become effective on the date (the “Amendment Effective Date”) on which the following conditions have been satisfied:

     (a) each of the Originators shall have executed and delivered this Amendment to SPV Purchaser, and the Administrator shall have received a copy of this Amendment executed by each of the Originators and the SPV Purchaser;

     (b) the SPV Purchaser and the Administrator shall have received reasonably satisfactory evidence that the RPA Amendment has become effective;

     (c) the Administrator shall have received good standing (and foreign qualification, as applicable) certificates for Seller and each Originator issued by the Secretaries of State of the jurisdictions of their incorporation or formation and their respective principal places of business;

     (d) the Administrator shall have received a certificate of the Secretaries of Seller and each Originator in form and substance reasonably satisfactory to the Administrator certifying (i) a copy of the resolutions of its Board of Directors or Board of Managers, as applicable, approving this Amendment and the transactions contemplated hereby; (ii) the names and true signatures of the officers authorized on its behalf to sign this Amendment (on which certificate the Administrator and the Purchasers may conclusively rely until such time as the Administrator shall receive from Seller or any Originator, as the case may be, a revised certificate meeting the requirements of this Section 4(d)); (iii) a copy of its by-laws, operating agreement or equivalent organizational document(s); and (iv) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment;

     (e) the Administrator shall have received the Certificate of Formation or the Certificate of Incorporation, as applicable, of Seller and each Originator, duly certified by the Secretary of State of the jurisdiction of its formation, as of a recent date reasonably acceptable to Administrator; and

     (f) the SPV Purchaser shall be satisfied that the representations and warranties set forth in Section 5 hereof are true and correct on and as of the Amendment Effective Date.

     5. Representations and Warranties. To induce the SPV Purchaser to enter into this Amendment, by its signature below, each of the Originators hereby represents and warrants to the SPV Purchaser that:

     (a) This Amendment has been duly executed and delivered by each of the Originators. The execution and delivery by each of the Originators of this Amendment has been duly authorized by proper proceedings, and this Amendment constitutes the legal, valid and binding obligation of each of the Originators, enforceable against each Originator in accordance with its terms.

     (b) The execution and delivery by each of the Originators of this Amendment and the performance by each of the Originators of this Amendment and the Purchase and Sale Agreement as amended hereby (i) are within the corporate or other legal authority of such Person, (ii) have been duly authorized by all necessary corporate or other proceedings and (iii) do not and will not conflict with or result in any breach or contravention of any Applicable Law or any Contractual Obligation or operating agreement or other governing document of each Originator.

     (c) After giving effect to this Amendment, each of the representations and warranties of each of the Originators contained in Article V of the Purchase and Sale Agreement or in any certificate or report delivered pursuant to or in connection with the Purchase and Sale Agreement was true in all respects as of the date as of which it was made and is true in all respects on the date hereof (except to the extent that such representations and warranties relate expressly to an earlier date).

     (d) After giving effect to this Amendment, no Unmatured Termination Event or Termination Event has occurred and is continuing.

     (e) Each of the Originators’ obligations and liabilities to the SPV Purchaser and the Administrator, as evidenced by or otherwise arising under the Purchase and Sale Agreement or the Transaction Documents, are hereby ratified and confirmed in all respects.

     6. Severability; Headings. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The section and subjection headings used in this Amendment are for convenience of reference only and are not to affect the construction hereof or to be taken into consideration in the interpretation hereof.

     7. Continuing Effect of Other Documents. This Amendment shall not constitute an amendment or waiver of any other provision of the Purchase and Sale Agreement not expressly referred to herein and shall not be construed as a waiver or consent to any further or future action on the part of any Originator that would require a waiver or consent of the SPV Purchaser (with the consent of the Administrator). Except as expressly amended, modified and supplemented hereby, the provisions of the Purchase and Sale Agreement are and shall remain in full force and effect.

     8. GOVERNING LAW. THIS AMENDMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF MINNESOTA (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF).

     9. Miscellaneous. From and after the date hereof, each reference to the Purchase and Sale Agreement in the Purchase and Sale Agreement and the other Transaction Documents shall be deemed to be a reference to the Purchase and Sale Agreement as modified by this Amendment. This Amendment may be executed in any number of counterparts, but all of such counterparts shall together constitute but one and the same agreement. Delivery of an executed counterpart of a signature page by facsimile transmission shall be effective as delivery of a manually executed counterpart of this Amendment. In making proof of this Amendment, it shall not be necessary to produce or account for more than one such counterpart.

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

[Signature Page to Fifth Amendment to PSA]

[Signature Page to Fifth Amendment to PSA]

[Signature Page to Fifth Amendment to PSA]