Contract analysis

I. PARTIES Borrower Greenfield Agricultural Partners LLC, an Iowa limited liability company (the "Borrower" or "GAP"), with its principal executive offices located at 4100 Grand Prairie Boulevard, Suite 300, Des Moines, Iowa 50309. The Borrower is engaged in the business of grain merchandising, grain storage, and the wholesale distribution of crop inputs (including seed, fertilizer, and crop protection chemicals) acr

II. FACILITY Type The Facility shall consist of a senior secured asset-based revolving credit facility (the "ABL Revolver" or the "Facility"), pursuant to which the Lenders shall make revolving loans and other financial accommodations to the Borrower as described herein, subject in all cases to the terms and conditions of the definitive Credit Agreement and the other Loan Documents. Total Commitment The aggregate pri

III. PURPOSE The proceeds of the Facility shall be used solely for the following purposes: (i) Refinancing of Existing Facility. To refinance and repay in full the existing $55,000,000 revolving credit facility with Prairie National Bank, National Association (the "Existing Facility"), pursuant to that certain Revolving Credit Agreement dated as of April 1, 2018, as amended, among the Borrower, Prairie National Bank,

IV. MATURITY The Facility shall mature and terminate on the date that is four (4) years from the Closing Date (the "Maturity Date"). The anticipated Closing Date is in October 2022, and the anticipated Maturity Date is accordingly in October 2026. All outstanding revolving loans (including any swingline loans), together with all accrued and unpaid interest, fees, letter of credit obligations, and all other amounts ow

V. BORROWING BASE Formula The maximum amount available for borrowing under the Facility at any time shall be the lesser of (a) the Total Commitment ($80,000,000) and (b) the Borrowing Base. The "Borrowing Base" shall be calculated as follows: (A) of the face amount of Eligible Accounts Receivable; plus (B) Sixty-five percent (65%) of the Net Orderly Liquidation Value ("NOLV") of Eligible Crop Inventory, defined as ha

VI. PRICING Interest Rate Revolving loans under the Facility shall bear interest, at the Borrower's option, at either (x) Term SOFR plus the Applicable Margin or (y) the Base Rate plus the Applicable Margin minus 1.00%, in each case as more fully described below. SOFR-Based Loans. Revolving loans bearing interest at Term SOFR (each, a "SOFR Loan") shall bear interest at a rate per annum equal to Term SOFR for the app

VII. COLLATERAL The obligations of the Borrower and the Guarantors under the Facility shall be secured by the following collateral: Security Interest — Personal Property A first-priority perfected security interest (subject only to Permitted Liens) in substantially all personal property assets of each Loan Party (other than Holdings, whose obligations are secured solely by its pledge of the membership interests in GA

VIII. GUARANTY Each Guarantor (Holdings, GGS, and GCI) shall execute and deliver a joint and several guaranty (the "Guaranty") of all obligations of the Borrower under the Credit Agreement and the related Loan Documents, including, without limitation, all outstanding principal, accrued interest, fees, reimbursement obligations under letters of credit, indemnification obligations, and all other amounts from time to ti

IX. CONDITIONS PRECEDENT TO CLOSING The initial borrowing under the Facility and the obligation of the Lenders to fund such borrowing shall be subject to the prior satisfaction (or waiver by the Agent and the Required Lenders) of each of the following conditions precedent: Documentation (a) Execution and delivery by the applicable Loan Parties of the Credit Agreement, the Security Agreement, the Guaranty, the Pledge

X. REPRESENTATIONS AND WARRANTIES The Credit Agreement shall contain representations and warranties by the Borrower and each other Loan Party that are customary for asset-based lending transactions of this type and size, including, without limitation, representations and warranties with respect to each of the following: (a) Organization and Good Standing. Each Loan Party is duly organized, validly existing, and in go

XI. AFFIRMATIVE COVENANTS The Credit Agreement shall contain affirmative covenants that are customary for asset-based lending transactions of this type and size. The Borrower and each other Loan Party shall be required to comply with each of the following affirmative covenants at all times during the term of the Facility: (a) Annual Financial Statements. Delivery to the Agent of audited consolidated financial stateme

XII. NEGATIVE COVENANTS The Credit Agreement shall contain negative covenants that are customary for asset-based lending transactions of this type and size. The Borrower and each other Loan Party shall be required to comply with each of the following negative covenants at all times during the term of the Facility: Indebtedness No Loan Party shall create, incur, assume, or permit to exist any indebtedness, except for