Contract analysis

I. Definitions and Interpretive Provisions (Article I) A. Defined Terms — General Comments Several defined terms in Article I of the Credit Agreement require refinement or clarification. We have addressed the most significant definitional issues in detail below. In addition, we note that a number of cross-references throughout the Credit Agreement appear to contain errors or refer to provisions that do not correspond

II. Borrowing Base Mechanics and Reporting (Article II / Borrowing Provisions) A. Borrowing Base Certificate Frequency The draft of the Credit Agreement requires the Borrower to deliver borrowing base certificates on a weekly basis at all times, regardless of the Borrower's financial condition or the level of Excess Availability. This requirement is inconsistent with market practice for ABL facilities of this size an

III. Conditions Precedent to Closing and Borrowings (Article III / IV) A. Conditions Precedent to Closing The conditions precedent to the closing of the Facility are generally acceptable to the Borrower, subject to the following comments and clarifications: (i) Payoff of Existing Facility. The Borrower's existing $55,000,000 revolving credit facility with Prairie National Bank, N.A. ("PNB") must be repaid in full at

IV. Representations and Warranties (Article IV / V) A. General Comments Many of the representations and warranties set forth in the Credit Agreement are standard for facilities of this type and have been accepted with only minor conforming changes in the enclosed redline. Our specific comments are limited to the representations discussed below, each of which requires substantive negotiation. B. Financial Statements R

V. Affirmative Covenants (Article V / VI) A. Financial Reporting The Borrower accepts the financial reporting obligations set forth in the Credit Agreement, subject to the following modifications to the delivery timing, which reflect the practical realities of financial reporting for an agricultural enterprise with complex, multi-location operations: The extension of the annual audited financial statement deadline fr

VI. Negative Covenants (Article VI / VII) A. Indebtedness. The Borrower has proposed customary exceptions to the negative covenant on indebtedness, in addition to the specific baskets agreed upon in the Revised Term Sheet: • Unsecured debt basket: $3,000,000 in the aggregate at any time outstanding. • Purchase money indebtedness / capital leases: $1,500,000 in the aggregate at any time outstanding. • Intercompany ind

VII. Financial Covenants (Article VII / VIII) A. Springing Fixed Charge Coverage Ratio The Credit Agreement imposes a minimum Fixed Charge Coverage Ratio ("FCCR") of 1.10 to 1.00, tested only during a Trigger Period (i.e., when Excess Availability falls below the greater of 12.5% of the Borrowing Base or $10,000,000). The FCCR covenant is springing in nature and does not apply at any time when the Borrower's Excess A

VIII. Events of Default (Article VIII / IX) A. General Comments Many of the Events of Default set forth in the Credit Agreement are standard for asset-based lending facilities and are accepted by the Borrower with minor conforming changes. The Borrower's principal comments are as follows: (i) Payment Default — Grace Period. The draft of the Credit Agreement provides for an immediate Event of Default upon any failure