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CONFIDENTIAL TREATMENT REQUESTED — This document is a draft prepared by lender's counsel and is subject to revision. This document does not constitute a commitment to lend or an offer to extend credit. Distribution of this document is restricted to authorized recipients only.

CREDIT AGREEMENT

dated as of

September 16, 2022

among

GREENFIELD AGRICULTURAL PARTNERS LLC, an Iowa limited liability company, as Borrower,

THE GUARANTORS FROM TIME TO TIME PARTY HERETO,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

and

HEARTLAND COMMERCE BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent, Sole Lead Arranger, Sole Bookrunner, and Issuing Bank

________________________________________

$80,000,000 SENIOR SECURED REVOLVING CREDIT FACILITY

________________________________________

DRAFT — September 16, 2022

Prepared by Kessler, Brandt & Whitfield LLP 311 South Wacker Drive, Suite 5400 Chicago, Illinois 60606

Right-click to update Table of Contents

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — Definitions

As used in this Agreement, the following terms have the meanings set forth below:

"Account" means an "account" as defined in Article 9 of the UCC, and includes, without limitation, all accounts receivable, contract rights, and rights to payment of any Loan Party, whether arising from the sale of goods, the performance of services, or otherwise, and all proceeds thereof.

"Administrative Agent" means Heartland Commerce Bank, National Association, in its capacity as administrative agent for the Lenders under this Agreement and the other Loan Documents, and its successors and assigns in such capacity.

"Affiliate" means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with such Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of Equity Interests (including ownership of ten percent (10%) or more of the outstanding voting Equity Interests of such Person), by contract, or otherwise.

"Agent Fee" means the annual administrative agent fee of Seventy-Five Thousand Dollars ($75,000) per annum payable to the Administrative Agent in accordance with Section 2.07(c).

"Aggregate Commitment" means Eighty Million Dollars ($80,000,000), as such amount may be reduced from time to time in accordance with this Agreement.

"Anti-Hedging Covenant" has the meaning set forth in Section 7.09.

"Applicable Margin" means the applicable percentage per annum determined in accordance with the pricing grid set forth below, based on the Average Daily Excess Availability for the most recently ended fiscal quarter:

Adjustments to the Applicable Margin shall be made on a quarterly basis, effective on the first day of the calendar month following delivery of the Borrowing Base Certificate and financial statements for the most recently ended fiscal quarter. Until the first full fiscal quarter following the Closing Date has been completed and the applicable Borrowing Base Certificate and financial statements for such quarter have been delivered to the Administrative Agent, the Applicable Margin shall be set at Level II. If the Borrower fails to deliver any required Borrowing Base Certificate or financial statements within the time periods specified herein, the Applicable Margin shall be set at Level III, effective as of the first day of the calendar month following the date on which such delivery was required, and shall remain at Level III until the date that is five (5) Business Days after such Borrowing Base Certificate and financial statements have been delivered. In no event shall the Base Rate Margin be less than zero percent (0%).

"Appraised Value" means, with respect to any item of Collateral, the fair market value or Net Orderly Liquidation Value of such item, as the case may be, as determined by an independent appraiser acceptable to the Administrative Agent in its Permitted Discretion (the initial such appraiser being Pryor & Associates LLC).

"Availability Period" means the period commencing on the Closing Date and ending on the Maturity Date (or such earlier date on which the Commitments shall have been terminated in accordance with this Agreement).

"Availability Reserves" means, at any time of determination, such reserves as the Administrative Agent may from time to time establish and revise in its Permitted Discretion, reducing the availability of Credit Extensions under the Borrowing Base, including reserves for rent, taxes, insurance, dilution, Bank Product obligations, environmental liabilities, employee wages, potential priority claims under applicable law, seasonal fluctuations in Collateral values, or such other matters as the Administrative Agent may deem relevant. The initial Availability Reserves shall be set at Five Million Dollars ($5,000,000) as of the Closing Date.

"Average Daily Excess Availability" means, for any period, the average of the Excess Availability as determined on each day during such period.

"Base Rate" means, for any day, a rate per annum equal to the highest of (a) the Federal Funds Rate in effect on such day plus one-half of one percent (0.50%), (b) the Prime Rate in effect on such day, and (c) one-month Adjusted Term SOFR in effect on such day plus one percent (1.00%). Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Rate, or Adjusted Term SOFR shall be effective from and including the effective date of such change.

"Base Rate Loan" means a Revolving Loan bearing interest at the Base Rate plus the Applicable Margin for Base Rate Loans.

"Benchmark Replacement" has the meaning set forth in Section 1.04.

"Borrower" means Greenfield Agricultural Partners LLC, an Iowa limited liability company, and its successors and permitted assigns.

"Borrowing Base" means, at any time of determination, an amount equal to the sum of:

(a) eighty-five percent (85%) of Eligible Accounts Receivable, plus

(b) sixty-five percent (65%) of the Net Orderly Liquidation Value of Eligible Crop Inventory, plus

(d) eighty percent (80%) of the market value (determined by reference to the applicable CBOT settlement price less applicable basis, as determined by the Administrative Agent in its Permitted Discretion) of Eligible Grain Warehouse Receipts, minus

(e) Availability Reserves.

"Borrowing Base Certificate" means a certificate in substantially the form of Exhibit B hereto, duly completed and executed by an authorized officer of the Borrower.

"Business Day" means any day other than a Saturday, a Sunday, or a day on which commercial banks in Chicago, Illinois or Des Moines, Iowa are authorized or required by law to close. For purposes of any calculation or determination with respect to SOFR or any SOFR-related matter, "Business Day" also excludes any day on which the SOFR administrator (or its successor) does not publish SOFR.

"Capital Expenditures" means, for any period, the aggregate of all expenditures (whether paid in cash, accrued as a liability, or financed through capital lease obligations or otherwise) by the Loan Parties during such period that, in accordance with GAAP, would be classified as capital expenditures or otherwise capitalized on the balance sheet of the Loan Parties, including expenditures for the purchase or construction of fixed assets, equipment, real property, or improvements, but excluding expenditures to the extent financed with insurance proceeds received on account of any loss or casualty to the extent such expenditures are for replacement or repair of the damaged property.

"Cash Equivalents" means (a) direct obligations of the United States of America or any agency thereof, or obligations guaranteed by the full faith and credit of the United States of America, maturing within one year from the date of acquisition, (b) commercial paper maturing within two hundred seventy (270) days from the date of acquisition and rated at least A-1 by Standard & Poor's or P-1 by Moody's, (c) certificates of deposit, bankers' acceptances, and time deposits maturing within one year from the date of acquisition and issued by any domestic commercial bank having capital and surplus in excess of $500,000,000, and (d) money market funds substantially all of whose assets are invested in items described in clauses (a) through (c) above.

"CBOT" means the Chicago Board of Trade, a board of trade designated as a contract market under the Commodity Exchange Act, or any successor thereto.

"Change of Control" means the occurrence of any of the following events:

(a) the Lindstrom Family Trust ceases to own, directly or indirectly, at least fifty-one percent (51%) of the Equity Interests in Greenfield Holdings Corp.; or

(b) Greenfield Holdings Corp. ceases to own, directly or indirectly, one hundred percent (100%) of the Equity Interests in the Borrower; or

(c) the Borrower ceases to own, directly or indirectly, one hundred percent (100%) of the Equity Interests in any Subsidiary Guarantor.

"Closing Date" means the date on which all of the conditions precedent set forth in Section 4.01 are satisfied or waived in accordance with this Agreement.

"Collateral" means all assets, property, and rights (whether real, personal, or mixed, and whether tangible or intangible) of the Loan Parties that are or are intended to be subject to a Lien in favor of the Collateral Agent for the benefit of the Secured Parties pursuant to the Security Documents, including all proceeds and products thereof.

"Collateral Agent" means Heartland Commerce Bank, National Association, in its capacity as collateral agent for the Secured Parties under this Agreement and the Security Documents, and its successors and assigns in such capacity.

"Commitment" means, as to each Lender, the amount set forth opposite such Lender's name on Schedule 2.01 as such Lender's "Commitment," or, in the case of any Lender that becomes a party hereto pursuant to an Assignment and Assumption, the amount of the assigning Lender's Commitment transferred to such Lender pursuant to such Assignment and Assumption, as applicable, as such Commitment may be adjusted from time to time in accordance with this Agreement. The initial Commitments of the Lenders are as follows:

"Compliance Certificate" means a certificate in substantially the form of Exhibit C hereto, duly completed and executed by the chief financial officer or other authorized officer of the Borrower.

"Consolidated EBITDA" means, for any period, the consolidated net income of the Borrower and its Subsidiaries for such period, plus (a) the following to the extent deducted in calculating such consolidated net income: (i) consolidated interest expense, (ii) provision for taxes based on income, profits, or capital, (iii) depreciation expense, (iv) amortization expense, and (v) other non-cash charges, minus (b) non-cash items of income to the extent included in calculating such consolidated net income, all as determined on a consolidated basis in accordance with GAAP.

"Credit Agreement" means this Credit Agreement, as it may be amended, restated, supplemented, or otherwise modified from time to time.

"Credit Extension" means the making of any Revolving Loan, any Swingline Loan, or the issuance, amendment, extension, or increase of any Letter of Credit.

"DACA" means a Deposit Account Control Agreement.

"Default" means any event or condition that, with the giving of notice, the lapse of time, or both, would constitute an Event of Default.

"Deposit Account Control Agreement" means an agreement, in form and substance satisfactory to the Administrative Agent, among a Loan Party, the depository bank at which such Loan Party maintains a deposit account, and the Collateral Agent, providing for control (as defined in the applicable UCC) by the Collateral Agent over such deposit account.

"Eligible Accounts Receivable" means, at any time of determination, those accounts receivable of any Loan Party that satisfy each of the eligibility criteria set forth in Section 2.09(a).

"Eligible Crop Inventory" means, at any time of determination, those items of harvested grain (including corn, soybeans, and specialty grains) held in owned or leased elevators and storage facilities of the Loan Parties that satisfy each of the eligibility criteria set forth in Section 2.09(b).

"Eligible Crop-Input Inventory" means, at any time of determination, those items of seed, fertilizer, and crop protection chemicals held by the Loan Parties for distribution or use in the ordinary course of business that satisfy each of the eligibility criteria set forth in Section 2.09(c).

"Eligible Grain Warehouse Receipts" means, at any time of determination, those negotiable or electronic warehouse receipts issued by approved grain elevators or storage facilities for grain owned by the Loan Parties that satisfy each of the eligibility criteria set forth in Section 2.09(d).

"Environmental Laws" means all federal, state, local, and foreign laws, statutes, ordinances, rules, regulations, orders, decrees, judgments, injunctions, permits, approvals, authorizations, licenses, and agreements with any governmental authority relating to (a) the protection, preservation, or restoration of the environment (including air, surface water, groundwater, drinking water supply, surface land, subsurface land, plant and animal life, or any other natural resource), or (b) the exposure to, or the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release, or disposal of any Hazardous Substances, in each case as now or hereafter in effect, including the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. §§ 9601 et seq.) ("CERCLA"), the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.) ("RCRA"), the Clean Water Act (33 U.S.C. §§ 1251 et seq.), the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. §§ 136 et seq.), the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), and the Emergency Planning and Community Right-to-Know Act (42 U.S.C. §§ 11001 et seq.), and all state and local counterparts and equivalents thereof.

"Environmental Liability" means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties, or indemnities), of any Loan Party directly or indirectly resulting from or based upon (a) any violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment, or disposal of any Hazardous Substance, (c) any exposure to any Hazardous Substance, (d) the release or threatened release of any Hazardous Substance, or (e) any contract, agreement, or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

"Equity Interests" means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options, or other rights for the purchase, acquisition, or exchange from such Person of any of the foregoing, and all of the other ownership or profit interests in such Person (including partnership, member, limited liability company, or trust interests therein), whether voting or nonvoting.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor statute, and the regulations promulgated and rulings issued thereunder.

"ERISA Event" means (a) any "reportable event," as defined in Section 4043 of ERISA (other than events for which the 30-day notice period is waived), with respect to a Plan; (b) any failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by any Loan Party or ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by any Loan Party or ERISA Affiliate from the PBGC of any notice relating to an intention to terminate any Plan or to appoint a trustee to administer any Plan; (f) the incurrence by any Loan Party or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by any Loan Party or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from any Loan Party or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

"Event of Default" means any of the events or conditions specified in Section 8.01.

"Excess Availability" means, at any time of determination, the Borrowing Base minus the aggregate Revolving Exposure at such time.

"Existing Credit Agreement" means that certain Revolving Credit Agreement dated as of April 1, 2018 (as amended, restated, supplemented, or otherwise modified from time to time prior to the Closing Date), among the Borrower and Prairie National Bank, National Association, as administrative agent and sole lender thereunder.

"Federal Funds Rate" means, for any day, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that if such rate is not so published for any day that is a Business Day, the Federal Funds Rate for such day shall be the average (rounded upwards, if necessary, to the nearest 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by the Administrative Agent.

"Field Examination" means an examination of the Collateral, books, records, and operations of the Loan Parties conducted by a field examiner acceptable to the Administrative Agent in accordance with Section 2.11.

"Fixed Charge Coverage Ratio" means, for any measurement period, the ratio of (a) Consolidated EBITDA for such period minus the sum of (i) unfinanced Capital Expenditures made during such period and (ii) cash taxes paid during such period, to (b) Fixed Charges for such period.

"Fixed Charges" means, for any measurement period, the sum (without duplication) of (a) scheduled principal payments on funded Indebtedness (other than Revolving Loans) made during such period, (b) cash interest expense paid or payable during such period, (c) scheduled payments under capital lease obligations made during such period, and (d) Restricted Payments made during such period.

"GAAP" means generally accepted accounting principles in the United States of America as in effect from time to time, subject to Section 1.03.

"Governing Law" means the laws of the State of Illinois, as set forth in Section 10.05.

"Guarantors" means, collectively, Greenfield Holdings Corp., a Delaware corporation, Greenfield Grain Storage LLC, an Iowa limited liability company, and Greenfield Crop Inputs Inc., an Illinois corporation, and any other Person that becomes a guarantor under the Guaranty after the Closing Date.

"Guaranty" means the Guaranty Agreement dated as of the Closing Date, among the Guarantors and the Administrative Agent for the benefit of the Secured Parties, as it may be amended, restated, supplemented, or otherwise modified from time to time.

"Hazardous Substance" means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes, or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes, and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

"Holdings" means Greenfield Holdings Corp., a Delaware corporation.

"Indebtedness" means, with respect to any Person at any date, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes, or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements, (d) all obligations of such Person in respect of the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business and payable in accordance with customary trade practices), (e) the maximum fixed redemption, repurchase, or repayment price of all Disqualified Equity Interests of such Person, (f) all Indebtedness of others secured by any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all guarantees by such Person of Indebtedness of others, (h) all capital lease obligations of such Person, (i) all obligations (contingent or otherwise) of such Person as an account party or applicant in respect of letters of credit and bankers' acceptances, and (j) all net obligations of such Person under hedging agreements.

"Interest Period" means, with respect to any SOFR Loan, each period commencing on the date such SOFR Loan is disbursed or converted to or continued as a SOFR Loan and ending on the numerically corresponding day in the calendar month that is one (1) or three (3) months thereafter, as the Borrower may elect in the applicable borrowing notice; provided that (a) if any Interest Period would end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last month of such Interest Period) shall end on the last Business Day of the last month of such Interest Period, and (c) no Interest Period shall extend beyond the Maturity Date.

"Investment" means, with respect to any Person, (a) any purchase or other acquisition by that Person of any Equity Interest, evidence of indebtedness, or other security issued by any other Person, (b) any loan, advance, or capital contribution by that Person to any other Person, and (c) any other item that would be classified as an investment on a balance sheet of such Person prepared in accordance with GAAP.

"Issuing Bank" means Heartland Commerce Bank, National Association, in its capacity as issuer of Letters of Credit under this Agreement, and its successors and assigns in such capacity.

"LC Disbursement" means a payment made by the Issuing Bank pursuant to a Letter of Credit.

"LC Exposure" means, at any time, the sum of (a) the aggregate undrawn face amount of all outstanding Letters of Credit at such time, plus (b) the aggregate amount of all unreimbursed LC Disbursements at such time. The LC Exposure of any Lender at any time shall be such Lender's Pro Rata Share of the aggregate LC Exposure at such time.

"Lenders" means the financial institutions listed on Schedule 2.01 as lenders and their respective successors and assigns that become parties hereto pursuant to an Assignment and Assumption, but shall not include the Swingline Lender or the Issuing Bank in their respective capacities as such.

"Letter of Credit" means any letter of credit (whether standby or commercial) issued by the Issuing Bank pursuant to Section 2.03 for the account of the Borrower or any Subsidiary Guarantor.

"Lien" means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge, or security interest in, on, or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease, or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset, and (c) in the case of securities, any purchase option, call, or similar right of a third party with respect to such securities.

"Loan Documents" means this Agreement, the Guaranty, the Security Agreement, the Pledge Agreement, each Mortgage, each DACA, each Assignment of Insurance, each Borrowing Base Certificate, and all other agreements, instruments, documents, and certificates executed and/or delivered in connection herewith or therewith, as each may be amended, restated, supplemented, or otherwise modified from time to time.

"Loan Parties" means, collectively, the Borrower and the Guarantors.

"Material Adverse Change" or "MAC" means a material adverse change in or material adverse effect on (a) the business, assets, liabilities, financial condition, or results of operations of the Loan Parties taken as a whole, (b) the ability of any Loan Party to perform any of its obligations under the Loan Documents to which it is a party, (c) the legality, validity, binding effect, or enforceability of any Loan Document, or (d) the rights and remedies of the Administrative Agent and the Lenders under the Loan Documents.

"Maturity Date" means the fourth (4th) anniversary of the Closing Date; provided that if such date is not a Business Day, the Maturity Date shall be the immediately preceding Business Day.

"Minimum Excess Availability" means Five Million Dollars ($5,000,000).

"Mortgage" means each mortgage, deed of trust, or similar instrument executed and delivered by any Loan Party in favor of the Collateral Agent, for the benefit of the Secured Parties, encumbering any real property owned by such Loan Party, as each may be amended, restated, supplemented, or otherwise modified from time to time.

"Multiemployer Plan" means a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which any Loan Party or any ERISA Affiliate has, or within the preceding five years had, an obligation to contribute.

"Net Orderly Liquidation Value" or "NOLV" means, with respect to any item of inventory or other property, the estimated net recovery from an orderly liquidation of such item, as determined by the most recent appraisal conducted by an appraiser acceptable to the Administrative Agent in its Permitted Discretion, net of all costs and expenses of such liquidation.

"Obligations" means all advances, debts, liabilities, obligations, covenants, and duties of every type and description arising under or in connection with any Loan Document, owing by any Loan Party to any Secured Party, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising, and including interest and fees that accrue after the commencement by or against any Loan Party of any proceeding under any Debtor Relief Law.

"Permitted Acquisition" means any acquisition by the Borrower or any Subsidiary Guarantor of all or substantially all of the assets of, or all of the Equity Interests in, another Person; provided that such acquisition satisfies the conditions set forth in Section 7.04(d).

"Permitted Discretion" means a determination made by the Administrative Agent in the exercise of its reasonable (from the perspective of a secured asset-based lender) business judgment, exercised in good faith.

"Permitted Indebtedness" means Indebtedness permitted to be incurred under Section 7.01.

"Permitted Liens" means Liens permitted to exist under Section 7.02.

"Permitted Investments" means Investments permitted to be made or held under Section 7.04.

"Person" means any individual, corporation, limited liability company, partnership, joint venture, association, trust, unincorporated organization, governmental authority, or any other entity.

"Plan" means any employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to Title IV of ERISA, Section 302 of ERISA, or Section 412 of the Code, and is sponsored by any Loan Party or any ERISA Affiliate, or to which any Loan Party or any ERISA Affiliate has, or within the preceding five years had, an obligation to contribute.

"Pledge Agreement" means the Pledge Agreement dated as of the Closing Date, among the Borrower and the Collateral Agent for the benefit of the Secured Parties, as it may be amended, restated, supplemented, or otherwise modified from time to time.

"Prairie National Payoff" means the repayment in full of all obligations under the Existing Credit Agreement, the termination of all commitments thereunder, and the release of all Liens securing the obligations thereunder, including the termination of all UCC financing statements and the release of all mortgages filed or recorded in connection therewith.

"Prime Rate" means the rate of interest last quoted by The Wall Street Journal as the "Prime Rate" in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the "bank prime loan" rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent).

"Pro Rata Share" means, with respect to each Lender at any time, the percentage obtained by dividing such Lender's Commitment by the Aggregate Commitment, as such percentages may be adjusted by assignments permitted pursuant to Section 10.04.

"Required Lenders" means, at any time, Lenders holding more than fifty percent (50%) of the Aggregate Commitments at such time (or, if the Commitments have been terminated, Lenders holding more than fifty percent (50%) of the aggregate outstanding Revolving Exposure at such time).

"Restricted Payment" means any dividend, distribution, or other payment (whether in cash, securities, or other property) on or with respect to any Equity Interests of the Borrower or any Subsidiary, or any payment made to purchase, redeem, retire, acquire, cancel, or terminate any such Equity Interests or any option, warrant, or other right to acquire any such Equity Interests.

"Revolving Commitment" means the Aggregate Commitment of Eighty Million Dollars ($80,000,000), as such amount may be reduced from time to time in accordance with this Agreement.

"Revolving Exposure" means, at any time, the sum of (a) the aggregate principal amount of all outstanding Revolving Loans, plus (b) the LC Exposure, plus (c) the Swingline Exposure.

"Revolving Loan" means a loan made by a Lender to the Borrower pursuant to Section 2.01.

"Secured Parties" means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the Issuing Bank, the Swingline Lender, and each other holder of any Obligation.

"Security Agreement" means the Security Agreement dated as of the Closing Date, among the Loan Parties and the Collateral Agent for the benefit of the Secured Parties, as it may be amended, restated, supplemented, or otherwise modified from time to time.

"Security Documents" means the Security Agreement, the Pledge Agreement, each Mortgage, each DACA, and each Assignment of Insurance, as each may be amended, restated, supplemented, or otherwise modified from time to time.

"SOFR" means the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or any successor administrator of the secured overnight financing rate).

"SOFR Adjustment" means, with respect to any calculation of Adjusted Term SOFR, ten basis points (0.10%) per annum.

"SOFR Floor" means a rate of zero and fifty hundredths percent (0.50%) per annum.

"SOFR Loan" means a Revolving Loan bearing interest at Adjusted Term SOFR plus the Applicable Margin for SOFR Loans.

"Solvent" means, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities (including contingent liabilities) of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person's ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person's property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations, and other commitments as they mature in the ordinary course of business.

"Subsidiary" means, with respect to any Person (the "parent"), any corporation, limited liability company, partnership, association, or other business entity (a) of which securities or other ownership interests representing more than fifty percent (50%) of the Equity Interests or more than fifty percent (50%) of the ordinary voting power are, at the time any determination is being made, owned, controlled, or held by the parent or one or more Subsidiaries of the parent, or (b) that is, at the time any determination is made, otherwise controlled by the parent or one or more Subsidiaries of the parent.

"Subsidiary Guarantors" means Greenfield Grain Storage LLC, an Iowa limited liability company, and Greenfield Crop Inputs Inc., an Illinois corporation, and any other Subsidiary that becomes a Guarantor after the Closing Date.

"Swingline Exposure" means, at any time, the aggregate principal amount of all outstanding Swingline Loans at such time.

"Swingline Lender" means Heartland Commerce Bank, National Association, in its capacity as provider of Swingline Loans under this Agreement, and its successors and assigns in such capacity.

"Swingline Loan" means a loan made by the Swingline Lender to the Borrower pursuant to Section 2.04.

"Term SOFR" means, for the applicable corresponding tenor, the forward-looking term rate based on SOFR that has been selected or recommended by the Alternative Reference Rates Committee as published by CME Group Benchmark Administration Limited (or any successor administrator).

"Adjusted Term SOFR" means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the SOFR Adjustment; provided that if Adjusted Term SOFR as so determined would be less than the SOFR Floor, Adjusted Term SOFR shall be deemed to be equal to the SOFR Floor.

"Trigger Period" means any period commencing on the date that Excess Availability is less than the greater of (a) twelve and one-half percent (12.5%) of the Borrowing Base and (b) Ten Million Dollars ($10,000,000), and ending on the date that Excess Availability has been at or above such threshold for thirty (30) consecutive calendar days; provided that the Trigger Period shall be deemed to have ended only if no other event or condition giving rise to a Trigger Period then exists.

"UCC" means the Uniform Commercial Code as in effect in the applicable jurisdiction from time to time.

"Unused Line Fee" has the meaning set forth in Section 2.07(b).

"Upfront Fee" means a one-time fee of Four Hundred Thousand Dollars ($400,000), equal to zero and fifty hundredths percent (0.50%) of the Aggregate Commitment, payable on the Closing Date in accordance with Section 2.07(a).

"Withdrawal Liability" means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

Section 1.02 — Interpretation

Unless the context of this Agreement otherwise clearly requires, the following rules of interpretation shall apply to this Agreement and the other Loan Documents:

(a) References to "Articles," "Sections," "Exhibits," and "Schedules" are references to articles, sections, exhibits, and schedules of this Agreement unless otherwise specified.

(b) References to any document, instrument, or agreement (including this Agreement) shall be deemed to include references to such document, instrument, or agreement as amended, restated, supplemented, replaced, or otherwise modified from time to time in accordance with its terms and the terms hereof.

(d) The words "herein," "hereof," "hereto," and "hereunder" and words of similar import refer to this Agreement as a whole and not to any particular provision hereof.

(e) The singular includes the plural and the plural includes the singular; references to any gender include every gender.

(f) The word "or" is not exclusive.

(g) The word "will" shall be construed to have the same meaning and effect as the word "shall."

(h) Article, section, schedule, and exhibit headings are for convenience of reference only and shall not affect the interpretation of this Agreement.

(i) References to any statute, law, or regulation shall refer to that statute, law, or regulation as amended, modified, or supplemented from time to time, and to all rules and regulations promulgated thereunder.

(j) All references to time of day shall mean Chicago, Illinois time, unless otherwise stated.

(k) All monetary amounts are expressed in United States dollars unless otherwise specified.

Section 1.03 — Accounting Terms and Determinations

All accounting terms not specifically defined herein shall be construed in accordance with GAAP. All financial statements, computations, and determinations required to be made or delivered pursuant to this Agreement shall be made in accordance with GAAP as in effect on the Closing Date (including with respect to the application of Financial Accounting Standards Board Accounting Standards Codification Topic 842, Leases, and Topic 606, Revenue from Contracts with Customers), applied on a basis consistent with the most recent audited financial statements of the Borrower delivered to the Administrative Agent prior to the Closing Date (the "frozen GAAP" convention). If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders, and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, and (b) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

Section 1.04 — SOFR and Benchmark Replacement

(a) Benchmark Replacement Setting. Notwithstanding anything to the contrary herein or in any other Loan Document, if the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances described in the definition of "Benchmark Transition Event" have arisen with respect to SOFR or Term SOFR, (ii) an Early Opt-in Election has occurred, or (iii) adequate and reasonable means do not exist for ascertaining SOFR or Term SOFR for any requested Interest Period, then the Administrative Agent shall give prompt notice to the Borrower and the Lenders, and thereafter, (A) any obligation of the Lenders to make or continue SOFR Loans or to convert Base Rate Loans to SOFR Loans shall be suspended (to the extent of the affected SOFR Loans or Interest Periods), and (B) in the case of clause (iii) above, the component of the Base Rate based upon one-month Adjusted Term SOFR shall not be used in any determination of the Base Rate, in each case until the Administrative Agent revokes such notice.

(b) Benchmark Replacement. Upon the occurrence of a Benchmark Transition Event, the Administrative Agent and the Borrower may amend this Agreement to replace SOFR or Term SOFR (as applicable) with a Benchmark Replacement. Any such amendment shall become effective at 5:00 p.m. (Chicago time) on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment. The Benchmark Replacement shall be applied in a manner consistent with the recommendations of the Alternative Reference Rates Committee (ARRC), as applicable.

(c) Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

(d) Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes in connection therewith. Any determination, decision, or election that may be made by the Administrative Agent or, if specified, any Lender (or group of Lenders) pursuant to this Section 1.04, including any determination with respect to a tenor, rate, or adjustment or of the occurrence or non-occurrence of an event, circumstance, or date, and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 1.04.

Section 1.05 — Divisions

For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction's laws): (a) if any asset, right, obligation, or liability of any Person becomes the asset, right, obligation, or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized and acquired on the first date of its existence by the holders of its Equity Interests at such time. The foregoing provisions of this Section 1.05 shall apply with equal force to any series of a limited liability company formed under the laws of the State of Delaware or the State of Iowa (or any comparable entity under a different jurisdiction's laws).

ARTICLE II — THE CREDITS

Section 2.01 — Revolving Commitments

(a) Subject to the terms and conditions set forth herein, each Lender severally (and not jointly) agrees to make Revolving Loans to the Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that shall not exceed the lesser of (i) such Lender's Commitment and (ii) such Lender's Pro Rata Share of the Borrowing Base minus Availability Reserves at such time.

(b) In no event shall the aggregate outstanding principal amount of all Revolving Loans at any time exceed the lesser of (i) the Aggregate Commitment and (ii) the Borrowing Base at such time. In no event shall the aggregate Revolving Exposure at any time exceed the lesser of (i) the Aggregate Commitment and (ii) the Borrowing Base at such time.

(c) Within the foregoing limits and subject to the terms and conditions of this Agreement, during the Availability Period, the Borrower may borrow, repay (in whole or in part), and reborrow Revolving Loans.

(d) The initial Commitments of the Lenders are set forth on Schedule 2.01 and are as follows:

Section 2.02 — Borrowing Procedures

(a) The Borrower shall deliver an irrevocable borrowing request to the Administrative Agent (in substantially the form of Exhibit A or in such other form as may be approved by the Administrative Agent) (i) in the case of a SOFR Loan, not later than 1:00 p.m. (Chicago time) on the Business Day of the requested borrowing (or such earlier notice period as may be required for Term SOFR borrowings with Interest Periods of three months, in which case notice shall be given not later than 1:00 p.m. (Chicago time) three (3) Business Days prior to the date of such borrowing), and (ii) in the case of a Base Rate Loan, not later than 1:00 p.m. (Chicago time) on the date of the requested borrowing. Each borrowing request shall specify (A) the aggregate principal amount of the Revolving Loans to be borrowed, (B) the date of such borrowing (which shall be a Business Day), (C) whether such Revolving Loans are to be SOFR Loans or Base Rate Loans, and (D) in the case of SOFR Loans, the initial Interest Period. Each borrowing of SOFR Loans shall be in a minimum aggregate principal amount of One Million Dollars ($1,000,000), or any integral multiple of Five Hundred Thousand Dollars ($500,000) in excess thereof. Each borrowing of Base Rate Loans shall be in a minimum aggregate principal amount of Five Hundred Thousand Dollars ($500,000), or any integral multiple of One Hundred Thousand Dollars ($100,000) in excess thereof.

(b) Promptly following receipt of a borrowing request, the Administrative Agent shall notify each Lender of the proposed borrowing, the amount of such Lender's Pro Rata Share thereof, and the other details set forth in the borrowing request. Each Lender shall make its Pro Rata Share of each borrowing available to the Administrative Agent in immediately available funds at the Administrative Agent's office at 200 South Wacker Drive, 40th Floor, Chicago, Illinois 60606 (or at such other office as the Administrative Agent may designate from time to time) not later than 2:00 p.m. (Chicago time) on the date of such borrowing.

(c) Upon fulfillment of the applicable conditions set forth in Article IV, the Administrative Agent shall make all funds so received from the Lenders available to the Borrower by crediting the Borrower's designated deposit account at Heartland Commerce Bank, N.A. (Account No. [to be provided at closing]), or such other account at an approved depository as the Borrower may designate in the applicable borrowing request, in like funds as received by the Administrative Agent.

(d) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any borrowing that such Lender will not make available to the Administrative Agent such Lender's Pro Rata Share of such borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with this Section 2.02, and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its Pro Rata Share of the applicable borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the Federal Funds Rate, or (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to the Revolving Loans of the applicable type made on such date.

Section 2.03 — Letters of Credit

(a) General. Subject to the terms and conditions set forth herein, the Issuing Bank agrees to issue standby and commercial Letters of Credit for the account of the Borrower or any Subsidiary Guarantor from time to time during the Availability Period, in such form as may be approved from time to time by the Issuing Bank; provided that the Issuing Bank shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the LC Exposure would exceed Ten Million Dollars ($10,000,000) (the "LC Sublimit"), or (ii) the aggregate Revolving Exposure would exceed the lesser of the Aggregate Commitment and the Borrowing Base.

(b) Expiry. No Letter of Credit shall have an expiry date later than the earlier of (i) one (1) year after the date of issuance thereof (or, in the case of any Letter of Credit containing an auto-renewal provision, the stated expiry date following the last permitted auto-renewal) and (ii) five (5) Business Days prior to the Maturity Date; provided that any Letter of Credit with a one-year tenor may provide for automatic renewal for additional successive periods of one (1) year each unless the Issuing Bank gives notice of non-renewal at least thirty (30) days prior to any such renewal date.

(c) LC Fees. The Borrower shall pay to the Administrative Agent, for the ratable account of the Lenders, a letter of credit fee (the "LC Fee") equal to the Applicable Margin for SOFR Loans then in effect, computed on the daily average undrawn face amount of each outstanding Letter of Credit, payable quarterly in arrears on the last Business Day of each March, June, September, and December, and on the Maturity Date. In addition, the Borrower shall pay to the Issuing Bank a fronting fee (the "LC Fronting Fee") equal to zero and one hundred twenty-five thousandths percent (0.125%) per annum on the face amount of each outstanding Letter of Credit, payable quarterly in arrears on the same dates as the LC Fee. The Borrower shall also pay to the Issuing Bank such customary issuance, amendment, and drawing fees as the Issuing Bank may charge from time to time.

(d) Participations. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from the Issuing Bank a participation in such Letter of Credit in an amount equal to such Lender's Pro Rata Share of the face amount of such Letter of Credit. Each Lender acknowledges and agrees that its obligation to purchase participations pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever.

(e) Reimbursement Obligations. If the Issuing Bank makes any LC Disbursement, the Borrower shall reimburse the Issuing Bank in an amount equal to such LC Disbursement not later than 12:00 noon (Chicago time) on the date the Borrower receives notice of such LC Disbursement, if such notice is received prior to 10:00 a.m. (Chicago time) on a Business Day, or, if such notice is received thereafter, not later than 12:00 noon (Chicago time) on the next succeeding Business Day. If the Borrower fails to make such reimbursement by the applicable time, the Administrative Agent shall notify each Lender of the unreimbursed LC Disbursement, the payment date, and such Lender's Pro Rata Share thereof, and each Lender shall pay to the Administrative Agent an amount equal to its Pro Rata Share of such unreimbursed LC Disbursement not later than 1:00 p.m. (Chicago time) on the date notified by the Administrative Agent (or, if such Lender receives notice after 12:00 noon (Chicago time), not later than 1:00 p.m. (Chicago time) on the next Business Day), which payment shall be applied to fund a Revolving Loan deemed to have been made by such Lender to the Borrower on such date.

(f) Cash Collateralization. If any Event of Default shall have occurred and be continuing, upon the request of the Administrative Agent or the Required Lenders, the Borrower shall, within five (5) Business Days following such request, deposit in an account with the Administrative Agent, for the benefit of the Issuing Bank and the Lenders, an amount in cash equal to one hundred five percent (105%) of the aggregate undrawn face amount of all outstanding Letters of Credit at such time. In addition, the Borrower shall cash collateralize the LC Exposure in the manner described in the preceding sentence within five (5) Business Days prior to the Maturity Date. Such deposits shall be held by the Administrative Agent as collateral for the payment and performance of the Obligations and shall be invested in Cash Equivalents as directed by the Administrative Agent.

Section 2.04 — Swingline Loans

(a) General. Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that shall not exceed Five Million Dollars ($5,000,000) (the "Swingline Sublimit"); provided that the Swingline Lender shall not be required to make any Swingline Loan if, after giving effect thereto, (i) the aggregate Revolving Exposure would exceed the lesser of the Aggregate Commitment and the Borrowing Base, or (ii) the Swingline Exposure would exceed the Swingline Sublimit. Each Swingline Loan shall be a Base Rate Loan and shall bear interest at the Base Rate plus the Applicable Margin for Base Rate Loans.

(b) Notice. To request a Swingline Loan, the Borrower shall notify the Administrative Agent and the Swingline Lender of the proposed borrowing by telephone (confirmed promptly in writing or by electronic mail), not later than 1:00 p.m. (Chicago time) on the day of such proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan.

(c) Availability. Swingline Loans shall be available on a same-day basis, subject to the conditions precedent set forth in Section 4.02.

(d) Settlement. The Swingline Lender may, at any time in its sole discretion, and shall, at least once per calendar week (or more frequently upon the request of any Lender), request each Lender to make a Revolving Loan in an amount equal to such Lender's Pro Rata Share of the outstanding Swingline Loans. Each Lender shall make the proceeds of its Revolving Loan available to the Administrative Agent on the Business Day next following the date of such request, and the Administrative Agent shall apply the proceeds thereof to repay the applicable Swingline Loans.

(e) Participations. If any Lender fails to make available to the Administrative Agent its Pro Rata Share of any Swingline Loan that is required to be refinanced as provided in paragraph (d) above, such Lender shall be deemed to have purchased from the Swingline Lender, without recourse, a participation in such outstanding Swingline Loan in an amount equal to such Lender's Pro Rata Share of such Swingline Loan. Each Lender's obligation to fund its participation shall be absolute and unconditional.

Section 2.05 — Prepayments

(a) Voluntary Prepayments. The Borrower may, at any time and from time to time, prepay Revolving Loans in whole or in part, without premium or penalty (but subject to any SOFR breakage costs as provided in this Agreement), upon at least one (1) Business Day's prior notice to the Administrative Agent (or same-day notice for Base Rate Loans), specifying the date and amount of such prepayment and whether such prepayment applies to SOFR Loans, Base Rate Loans, or a combination thereof, and, if a combination thereof, the amount allocable to each. Each partial prepayment of Revolving Loans shall be in a minimum principal amount of One Million Dollars ($1,000,000) for SOFR Loans and Five Hundred Thousand Dollars ($500,000) for Base Rate Loans, or any integral multiple thereof. Each such notice shall be irrevocable and shall commit the Borrower to prepay on the date and in the amount stated therein. All voluntary prepayments shall be applied first to Base Rate Loans and then to SOFR Loans in direct order of Interest Period maturity, unless otherwise directed by the Borrower.

(b) Mandatory Prepayments. If at any time the aggregate Revolving Exposure exceeds the lesser of (i) the Aggregate Commitment and (ii) the Borrowing Base (a "Borrowing Base Deficiency"), the Borrower shall, within one (1) Business Day of becoming aware of such excess or receiving notice thereof from the Administrative Agent, prepay the Revolving Loans (and, second, if after giving effect to the prepayment of all Revolving Loans the Borrowing Base Deficiency continues to exist, cash collateralize the LC Exposure in accordance with Section 2.03(f)) in an amount sufficient to eliminate such Borrowing Base Deficiency. The Administrative Agent shall promptly notify the Borrower if the Administrative Agent determines that a Borrowing Base Deficiency exists based on a Borrowing Base Certificate or other information available to the Administrative Agent.

(c) Application of Mandatory Prepayments. All mandatory prepayments under this Section 2.05(b) shall be applied first to Swingline Loans, second to Base Rate Loans, third to SOFR Loans (subject to SOFR breakage costs, if applicable), and fourth to cash collateralization of the LC Exposure.

Section 2.06 — Interest

(a) SOFR Loans. Each SOFR Loan shall bear interest for each day during each Interest Period applicable thereto at a rate per annum equal to Adjusted Term SOFR for such Interest Period plus the Applicable Margin for SOFR Loans; provided that in no event shall Adjusted Term SOFR used for calculating interest on any SOFR Loan be less than the SOFR Floor of zero and fifty hundredths percent (0.50%) per annum.

(b) Base Rate Loans. Each Base Rate Loan shall bear interest for each day during the period it is outstanding at a rate per annum equal to the Base Rate in effect on such day plus the Applicable Margin for Base Rate Loans; provided that the Applicable Margin for Base Rate Loans shall equal the Applicable Margin for SOFR Loans minus one percent (1.00%), with a floor of zero percent (0%).

(c) Default Interest. Upon the occurrence and during the continuance of any Event of Default, the Borrower shall pay interest on all overdue principal at the rate otherwise applicable thereto plus an additional two percent (2.00%) per annum, and on all overdue interest, fees, and other Obligations at a rate per annum equal to the rate applicable to Base Rate Loans plus an additional two percent (2.00%) per annum (the "Default Rate"). In addition, upon the request of the Required Lenders, during the continuance of any Event of Default, all outstanding Obligations shall bear interest at the Default Rate. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(d) Interest Periods. The Borrower may elect Interest Periods of one (1) or three (3) months for SOFR Loans. The Borrower shall elect the applicable Interest Period for

CONFIDENTIAL TREATMENT REQUESTED — This document is a draft prepared by lender's counsel and is subject to revision. This document does not constitute a commitment to lend or an offer to extend credit. Distribution of this document is restricted to authorized recipients only.
CREDIT AGREEMENT
dated as of
September 16, 2022
among
GREENFIELD AGRICULTURAL PARTNERS LLC, an Iowa limited liability company, as Borrower,
THE GUARANTORS FROM TIME TO TIME PARTY HERETO,
THE LENDERS FROM TIME TO TIME PARTY HERETO,
and
HEARTLAND COMMERCE BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent, Sole Lead Arranger, Sole Bookrunner, and Issuing Bank
________________________________________
$80,000,000 SENIOR SECURED REVOLVING CREDIT FACILITY
________________________________________
DRAFT — September 16, 2022
Prepared by Kessler, Brandt & Whitfield LLP 311 South Wacker Drive, Suite 5400 Chicago, Illinois 60606
TABLE OF CONTENTS
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ARTICLE I — DEFINITIONS AND INTERPRETATION
Section 1.01 — Definitions
As used in this Agreement, the following terms have the meanings set forth below:
"Account" means an "account" as defined in Article 9 of the UCC, and includes, without limitation, all accounts receivable, contract rights, and rights to payment of any Loan Party, whether arising from the sale of goods, the performance of services, or otherwise, and all proceeds thereof.
"Administrative Agent" means Heartland Commerce Bank, National Association, in its capacity as administrative agent for the Lenders under this Agreement and the other Loan Documents, and its successors and assigns in such capacity.
"Affiliate" means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with such Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of Equity Interests (including ownership of ten percent (10%) or more of the outstanding voting Equity Interests of such Person), by contract, or otherwise.
"Agent Fee" means the annual administrative agent fee of Seventy-Five Thousand Dollars ($75,000) per annum payable to the Administrative Agent in accordance with Section 2.07(c).
"Aggregate Commitment" means Eighty Million Dollars ($80,000,000), as such amount may be reduced from time to time in accordance with this Agreement.
"Anti-Hedging Covenant" has the meaning set forth in Section 7.09.
"Applicable Margin" means the applicable percentage per annum determined in accordance with the pricing grid set forth below, based on the Average Daily Excess Availability for the most recently ended fiscal quarter:
Adjustments to the Applicable Margin shall be made on a quarterly basis, effective on the first day of the calendar month following delivery of the Borrowing Base Certificate and financial statements for the most recently ended fiscal quarter. Until the first full fiscal quarter following the Closing Date has been completed and the applicable Borrowing Base Certificate and financial statements for such quarter have been delivered to the Administrative Agent, the Applicable Margin shall be set at Level II. If the Borrower fails to deliver any required Borrowing Base Certificate or financial statements within the time periods specified herein, the Applicable Margin shall be set at Level III, effective as of the first day of the calendar month following the date on which such delivery was required, and shall remain at Level III until the date that is five (5) Business Days after such Borrowing Base Certificate and financial statements have been delivered. In no event shall the Base Rate Margin be less than zero percent (0%).
"Appraised Value" means, with respect to any item of Collateral, the fair market value or Net Orderly Liquidation Value of such item, as the case may be, as determined by an independent appraiser acceptable to the Administrative Agent in its Permitted Discretion (the initial such appraiser being Pryor & Associates LLC).
"Availability Period" means the period commencing on the Closing Date and ending on the Maturity Date (or such earlier date on which the Commitments shall have been terminated in accordance with this Agreement).
"Availability Reserves" means, at any time of determination, such reserves as the Administrative Agent may from time to time establish and revise in its Permitted Discretion, reducing the availability of Credit Extensions under the Borrowing Base, including reserves for rent, taxes, insurance, dilution, Bank Product obligations, environmental liabilities, employee wages, potential priority claims under applicable law, seasonal fluctuations in Collateral values, or such other matters as the Administrative Agent may deem relevant. The initial Availability Reserves shall be set at Five Million Dollars ($5,000,000) as of the Closing Date.
"Average Daily Excess Availability" means, for any period, the average of the Excess Availability as determined on each day during such period.
"Base Rate" means, for any day, a rate per annum equal to the highest of (a) the Federal Funds Rate in effect on such day plus one-half of one percent (0.50%), (b) the Prime Rate in effect on such day, and (c) one-month Adjusted Term SOFR in effect on such day plus one percent (1.00%). Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Rate, or Adjusted Term SOFR shall be effective from and including the effective date of such change.
"Base Rate Loan" means a Revolving Loan bearing interest at the Base Rate plus the Applicable Margin for Base Rate Loans.
"Benchmark Replacement" has the meaning set forth in Section 1.04.
"Borrower" means Greenfield Agricultural Partners LLC, an Iowa limited liability company, and its successors and permitted assigns.
"Borrowing Base" means, at any time of determination, an amount equal to the sum of:
(a) eighty-five percent (85%) of Eligible Accounts Receivable, plus
(b) sixty-five percent (65%) of the Net Orderly Liquidation Value of Eligible Crop Inventory, plus
(c) seventy percent (70%) of the lower of cost or market value of Eligible Crop-Input Inventory, plus
(d) eighty percent (80%) of the market value (determined by reference to the applicable CBOT settlement price less applicable basis, as determined by the Administrative Agent in its Permitted Discretion) of Eligible Grain Warehouse Receipts, minus
(e) Availability Reserves.
"Borrowing Base Certificate" means a certificate in substantially the form of Exhibit B hereto, duly completed and executed by an authorized officer of the Borrower.
"Business Day" means any day other than a Saturday, a Sunday, or a day on which commercial banks in Chicago, Illinois or Des Moines, Iowa are authorized or required by law to close. For purposes of any calculation or determination with respect to SOFR or any SOFR-related matter, "Business Day" also excludes any day on which the SOFR administrator (or its successor) does not publish SOFR.
"Capital Expenditures" means, for any period, the aggregate of all expenditures (whether paid in cash, accrued as a liability, or financed through capital lease obligations or otherwise) by the Loan Parties during such period that, in accordance with GAAP, would be classified as capital expenditures or otherwise capitalized on the balance sheet of the Loan Parties, including expenditures for the purchase or construction of fixed assets, equipment, real property, or improvements, but excluding expenditures to the extent financed with insurance proceeds received on account of any loss or casualty to the extent such expenditures are for replacement or repair of the damaged property.
"Cash Equivalents" means (a) direct obligations of the United States of America or any agency thereof, or obligations guaranteed by the full faith and credit of the United States of America, maturing within one year from the date of acquisition, (b) commercial paper maturing within two hundred seventy (270) days from the date of acquisition and rated at least A-1 by Standard & Poor's or P-1 by Moody's, (c) certificates of deposit, bankers' acceptances, and time deposits maturing within one year from the date of acquisition and issued by any domestic commercial bank having capital and surplus in excess of $500,000,000, and (d) money market funds substantially all of whose assets are invested in items described in clauses (a) through (c) above.
"CBOT" means the Chicago Board of Trade, a board of trade designated as a contract market under the Commodity Exchange Act, or any successor thereto.
"Change of Control" means the occurrence of any of the following events:
(a) the Lindstrom Family Trust ceases to own, directly or indirectly, at least fifty-one percent (51%) of the Equity Interests in Greenfield Holdings Corp.; or
(b) Greenfield Holdings Corp. ceases to own, directly or indirectly, one hundred percent (100%) of the Equity Interests in the Borrower; or
(c) the Borrower ceases to own, directly or indirectly, one hundred percent (100%) of the Equity Interests in any Subsidiary Guarantor.
"Closing Date" means the date on which all of the conditions precedent set forth in Section 4.01 are satisfied or waived in accordance with this Agreement.
"Collateral" means all assets, property, and rights (whether real, personal, or mixed, and whether tangible or intangible) of the Loan Parties that are or are intended to be subject to a Lien in favor of the Collateral Agent for the benefit of the Secured Parties pursuant to the Security Documents, including all proceeds and products thereof.
"Collateral Agent" means Heartland Commerce Bank, National Association, in its capacity as collateral agent for the Secured Parties under this Agreement and the Security Documents, and its successors and assigns in such capacity.
"Commitment" means, as to each Lender, the amount set forth opposite such Lender's name on Schedule 2.01 as such Lender's "Commitment," or, in the case of any Lender that becomes a party hereto pursuant to an Assignment and Assumption, the amount of the assigning Lender's Commitment transferred to such Lender pursuant to such Assignment and Assumption, as applicable, as such Commitment may be adjusted from time to time in accordance with this Agreement. The initial Commitments of the Lenders are as follows:
"Compliance Certificate" means a certificate in substantially the form of Exhibit C hereto, duly completed and executed by the chief financial officer or other authorized officer of the Borrower.
"Consolidated EBITDA" means, for any period, the consolidated net income of the Borrower and its Subsidiaries for such period, plus (a) the following to the extent deducted in calculating such consolidated net income: (i) consolidated interest expense, (ii) provision for taxes based on income, profits, or capital, (iii) depreciation expense, (iv) amortization expense, and (v) other non-cash charges, minus (b) non-cash items of income to the extent included in calculating such consolidated net income, all as determined on a consolidated basis in accordance with GAAP.
"Credit Agreement" means this Credit Agreement, as it may be amended, restated, supplemented, or otherwise modified from time to time.
"Credit Extension" means the making of any Revolving Loan, any Swingline Loan, or the issuance, amendment, extension, or increase of any Letter of Credit.
"DACA" means a Deposit Account Control Agreement.
"Default" means any event or condition that, with the giving of notice, the lapse of time, or both, would constitute an Event of Default.
"Deposit Account Control Agreement" means an agreement, in form and substance satisfactory to the Administrative Agent, among a Loan Party, the depository bank at which such Loan Party maintains a deposit account, and the Collateral Agent, providing for control (as defined in the applicable UCC) by the Collateral Agent over such deposit account.
"Eligible Accounts Receivable" means, at any time of determination, those accounts receivable of any Loan Party that satisfy each of the eligibility criteria set forth in Section 2.09(a).
"Eligible Crop Inventory" means, at any time of determination, those items of harvested grain (including corn, soybeans, and specialty grains) held in owned or leased elevators and storage facilities of the Loan Parties that satisfy each of the eligibility criteria set forth in Section 2.09(b).
"Eligible Crop-Input Inventory" means, at any time of determination, those items of seed, fertilizer, and crop protection chemicals held by the Loan Parties for distribution or use in the ordinary course of business that satisfy each of the eligibility criteria set forth in Section 2.09(c).
"Eligible Grain Warehouse Receipts" means, at any time of determination, those negotiable or electronic warehouse receipts issued by approved grain elevators or storage facilities for grain owned by the Loan Parties that satisfy each of the eligibility criteria set forth in Section 2.09(d).
"Environmental Laws" means all federal, state, local, and foreign laws, statutes, ordinances, rules, regulations, orders, decrees, judgments, injunctions, permits, approvals, authorizations, licenses, and agreements with any governmental authority relating to (a) the protection, preservation, or restoration of the environment (including air, surface water, groundwater, drinking water supply, surface land, subsurface land, plant and animal life, or any other natural resource), or (b) the exposure to, or the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release, or disposal of any Hazardous Substances, in each case as now or hereafter in effect, including the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. §§ 9601 et seq.) ("CERCLA"), the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.) ("RCRA"), the Clean Water Act (33 U.S.C. §§ 1251 et seq.), the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. §§ 136 et seq.), the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), and the Emergency Planning and Community Right-to-Know Act (42 U.S.C. §§ 11001 et seq.), and all state and local counterparts and equivalents thereof.
"Environmental Liability" means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties, or indemnities), of any Loan Party directly or indirectly resulting from or based upon (a) any violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment, or disposal of any Hazardous Substance, (c) any exposure to any Hazardous Substance, (d) the release or threatened release of any Hazardous Substance, or (e) any contract, agreement, or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
"Equity Interests" means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options, or other rights for the purchase, acquisition, or exchange from such Person of any of the foregoing, and all of the other ownership or profit interests in such Person (including partnership, member, limited liability company, or trust interests therein), whether voting or nonvoting.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor statute, and the regulations promulgated and rulings issued thereunder.
"ERISA Event" means (a) any "reportable event," as defined in Section 4043 of ERISA (other than events for which the 30-day notice period is waived), with respect to a Plan; (b) any failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by any Loan Party or ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by any Loan Party or ERISA Affiliate from the PBGC of any notice relating to an intention to terminate any Plan or to appoint a trustee to administer any Plan; (f) the incurrence by any Loan Party or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by any Loan Party or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from any Loan Party or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.
"Event of Default" means any of the events or conditions specified in Section 8.01.
"Excess Availability" means, at any time of determination, the Borrowing Base minus the aggregate Revolving Exposure at such time.
"Existing Credit Agreement" means that certain Revolving Credit Agreement dated as of April 1, 2018 (as amended, restated, supplemented, or otherwise modified from time to time prior to the Closing Date), among the Borrower and Prairie National Bank, National Association, as administrative agent and sole lender thereunder.
"Federal Funds Rate" means, for any day, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that if such rate is not so published for any day that is a Business Day, the Federal Funds Rate for such day shall be the average (rounded upwards, if necessary, to the nearest 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by the Administrative Agent.
"Field Examination" means an examination of the Collateral, books, records, and operations of the Loan Parties conducted by a field examiner acceptable to the Administrative Agent in accordance with Section 2.11.
"Fixed Charge Coverage Ratio" means, for any measurement period, the ratio of (a) Consolidated EBITDA for such period minus the sum of (i) unfinanced Capital Expenditures made during such period and (ii) cash taxes paid during such period, to (b) Fixed Charges for such period.
"Fixed Charges" means, for any measurement period, the sum (without duplication) of (a) scheduled principal payments on funded Indebtedness (other than Revolving Loans) made during such period, (b) cash interest expense paid or payable during such period, (c) scheduled payments under capital lease obligations made during such period, and (d) Restricted Payments made during such period.
"GAAP" means generally accepted accounting principles in the United States of America as in effect from time to time, subject to Section 1.03.
"Governing Law" means the laws of the State of Illinois, as set forth in Section 10.05.
"Guarantors" means, collectively, Greenfield Holdings Corp., a Delaware corporation, Greenfield Grain Storage LLC, an Iowa limited liability company, and Greenfield Crop Inputs Inc., an Illinois corporation, and any other Person that becomes a guarantor under the Guaranty after the Closing Date.
"Guaranty" means the Guaranty Agreement dated as of the Closing Date, among the Guarantors and the Administrative Agent for the benefit of the Secured Parties, as it may be amended, restated, supplemented, or otherwise modified from time to time.
"Hazardous Substance" means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes, or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes, and all other substances or wastes of any nature regulated pursuant to any Environmental Law.
"Holdings" means Greenfield Holdings Corp., a Delaware corporation.
"Indebtedness" means, with respect to any Person at any date, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes, or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements, (d) all obligations of such Person in respect of the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business and payable in accordance with customary trade practices), (e) the maximum fixed redemption, repurchase, or repayment price of all Disqualified Equity Interests of such Person, (f) all Indebtedness of others secured by any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all guarantees by such Person of Indebtedness of others, (h) all capital lease obligations of such Person, (i) all obligations (contingent or otherwise) of such Person as an account party or applicant in respect of letters of credit and bankers' acceptances, and (j) all net obligations of such Person under hedging agreements.
"Interest Period" means, with respect to any SOFR Loan, each period commencing on the date such SOFR Loan is disbursed or converted to or continued as a SOFR Loan and ending on the numerically corresponding day in the calendar month that is one (1) or three (3) months thereafter, as the Borrower may elect in the applicable borrowing notice; provided that (a) if any Interest Period would end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last month of such Interest Period) shall end on the last Business Day of the last month of such Interest Period, and (c) no Interest Period shall extend beyond the Maturity Date.
"Investment" means, with respect to any Person, (a) any purchase or other acquisition by that Person of any Equity Interest, evidence of indebtedness, or other security issued by any other Person, (b) any loan, advance, or capital contribution by that Person to any other Person, and (c) any other item that would be classified as an investment on a balance sheet of such Person prepared in accordance with GAAP.
"Issuing Bank" means Heartland Commerce Bank, National Association, in its capacity as issuer of Letters of Credit under this Agreement, and its successors and assigns in such capacity.
"LC Disbursement" means a payment made by the Issuing Bank pursuant to a Letter of Credit.
"LC Exposure" means, at any time, the sum of (a) the aggregate undrawn face amount of all outstanding Letters of Credit at such time, plus (b) the aggregate amount of all unreimbursed LC Disbursements at such time. The LC Exposure of any Lender at any time shall be such Lender's Pro Rata Share of the aggregate LC Exposure at such time.
"Lenders" means the financial institutions listed on Schedule 2.01 as lenders and their respective successors and assigns that become parties hereto pursuant to an Assignment and Assumption, but shall not include the Swingline Lender or the Issuing Bank in their respective capacities as such.
"Letter of Credit" means any letter of credit (whether standby or commercial) issued by the Issuing Bank pursuant to Section 2.03 for the account of the Borrower or any Subsidiary Guarantor.
"Lien" means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge, or security interest in, on, or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease, or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset, and (c) in the case of securities, any purchase option, call, or similar right of a third party with respect to such securities.
"Loan Documents" means this Agreement, the Guaranty, the Security Agreement, the Pledge Agreement, each Mortgage, each DACA, each Assignment of Insurance, each Borrowing Base Certificate, and all other agreements, instruments, documents, and certificates executed and/or delivered in connection herewith or therewith, as each may be amended, restated, supplemented, or otherwise modified from time to time.
"Loan Parties" means, collectively, the Borrower and the Guarantors.
"Material Adverse Change" or "MAC" means a material adverse change in or material adverse effect on (a) the business, assets, liabilities, financial condition, or results of operations of the Loan Parties taken as a whole, (b) the ability of any Loan Party to perform any of its obligations under the Loan Documents to which it is a party, (c) the legality, validity, binding effect, or enforceability of any Loan Document, or (d) the rights and remedies of the Administrative Agent and the Lenders under the Loan Documents.
"Maturity Date" means the fourth (4th) anniversary of the Closing Date; provided that if such date is not a Business Day, the Maturity Date shall be the immediately preceding Business Day.
"Minimum Excess Availability" means Five Million Dollars ($5,000,000).
"Mortgage" means each mortgage, deed of trust, or similar instrument executed and delivered by any Loan Party in favor of the Collateral Agent, for the benefit of the Secured Parties, encumbering any real property owned by such Loan Party, as each may be amended, restated, supplemented, or otherwise modified from time to time.
"Multiemployer Plan" means a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which any Loan Party or any ERISA Affiliate has, or within the preceding five years had, an obligation to contribute.
"Net Orderly Liquidation Value" or "NOLV" means, with respect to any item of inventory or other property, the estimated net recovery from an orderly liquidation of such item, as determined by the most recent appraisal conducted by an appraiser acceptable to the Administrative Agent in its Permitted Discretion, net of all costs and expenses of such liquidation.
"Obligations" means all advances, debts, liabilities, obligations, covenants, and duties of every type and description arising under or in connection with any Loan Document, owing by any Loan Party to any Secured Party, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising, and including interest and fees that accrue after the commencement by or against any Loan Party of any proceeding under any Debtor Relief Law.
"Permitted Acquisition" means any acquisition by the Borrower or any Subsidiary Guarantor of all or substantially all of the assets of, or all of the Equity Interests in, another Person; provided that such acquisition satisfies the conditions set forth in Section 7.04(d).
"Permitted Discretion" means a determination made by the Administrative Agent in the exercise of its reasonable (from the perspective of a secured asset-based lender) business judgment, exercised in good faith.
"Permitted Indebtedness" means Indebtedness permitted to be incurred under Section 7.01.
"Permitted Liens" means Liens permitted to exist under Section 7.02.
"Permitted Investments" means Investments permitted to be made or held under Section 7.04.
"Person" means any individual, corporation, limited liability company, partnership, joint venture, association, trust, unincorporated organization, governmental authority, or any other entity.
"Plan" means any employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to Title IV of ERISA, Section 302 of ERISA, or Section 412 of the Code, and is sponsored by any Loan Party or any ERISA Affiliate, or to which any Loan Party or any ERISA Affiliate has, or within the preceding five years had, an obligation to contribute.
"Pledge Agreement" means the Pledge Agreement dated as of the Closing Date, among the Borrower and the Collateral Agent for the benefit of the Secured Parties, as it may be amended, restated, supplemented, or otherwise modified from time to time.
"Prairie National Payoff" means the repayment in full of all obligations under the Existing Credit Agreement, the termination of all commitments thereunder, and the release of all Liens securing the obligations thereunder, including the termination of all UCC financing statements and the release of all mortgages filed or recorded in connection therewith.
"Prime Rate" means the rate of interest last quoted by The Wall Street Journal as the "Prime Rate" in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the "bank prime loan" rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent).
"Pro Rata Share" means, with respect to each Lender at any time, the percentage obtained by dividing such Lender's Commitment by the Aggregate Commitment, as such percentages may be adjusted by assignments permitted pursuant to Section 10.04.
"Required Lenders" means, at any time, Lenders holding more than fifty percent (50%) of the Aggregate Commitments at such time (or, if the Commitments have been terminated, Lenders holding more than fifty percent (50%) of the aggregate outstanding Revolving Exposure at such time).
"Restricted Payment" means any dividend, distribution, or other payment (whether in cash, securities, or other property) on or with respect to any Equity Interests of the Borrower or any Subsidiary, or any payment made to purchase, redeem, retire, acquire, cancel, or terminate any such Equity Interests or any option, warrant, or other right to acquire any such Equity Interests.
"Revolving Commitment" means the Aggregate Commitment of Eighty Million Dollars ($80,000,000), as such amount may be reduced from time to time in accordance with this Agreement.
"Revolving Exposure" means, at any time, the sum of (a) the aggregate principal amount of all outstanding Revolving Loans, plus (b) the LC Exposure, plus (c) the Swingline Exposure.
"Revolving Loan" means a loan made by a Lender to the Borrower pursuant to Section 2.01.
"Secured Parties" means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the Issuing Bank, the Swingline Lender, and each other holder of any Obligation.
"Security Agreement" means the Security Agreement dated as of the Closing Date, among the Loan Parties and the Collateral Agent for the benefit of the Secured Parties, as it may be amended, restated, supplemented, or otherwise modified from time to time.
"Security Documents" means the Security Agreement, the Pledge Agreement, each Mortgage, each DACA, and each Assignment of Insurance, as each may be amended, restated, supplemented, or otherwise modified from time to time.
"SOFR" means the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or any successor administrator of the secured overnight financing rate).
"SOFR Adjustment" means, with respect to any calculation of Adjusted Term SOFR, ten basis points (0.10%) per annum.
"SOFR Floor" means a rate of zero and fifty hundredths percent (0.50%) per annum.
"SOFR Loan" means a Revolving Loan bearing interest at Adjusted Term SOFR plus the Applicable Margin for SOFR Loans.
"Solvent" means, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities (including contingent liabilities) of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person's ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person's property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations, and other commitments as they mature in the ordinary course of business.
"Subsidiary" means, with respect to any Person (the "parent"), any corporation, limited liability company, partnership, association, or other business entity (a) of which securities or other ownership interests representing more than fifty percent (50%) of the Equity Interests or more than fifty percent (50%) of the ordinary voting power are, at the time any determination is being made, owned, controlled, or held by the parent or one or more Subsidiaries of the parent, or (b) that is, at the time any determination is made, otherwise controlled by the parent or one or more Subsidiaries of the parent.
"Subsidiary Guarantors" means Greenfield Grain Storage LLC, an Iowa limited liability company, and Greenfield Crop Inputs Inc., an Illinois corporation, and any other Subsidiary that becomes a Guarantor after the Closing Date.
"Swingline Exposure" means, at any time, the aggregate principal amount of all outstanding Swingline Loans at such time.
"Swingline Lender" means Heartland Commerce Bank, National Association, in its capacity as provider of Swingline Loans under this Agreement, and its successors and assigns in such capacity.
"Swingline Loan" means a loan made by the Swingline Lender to the Borrower pursuant to Section 2.04.
"Term SOFR" means, for the applicable corresponding tenor, the forward-looking term rate based on SOFR that has been selected or recommended by the Alternative Reference Rates Committee as published by CME Group Benchmark Administration Limited (or any successor administrator).
"Adjusted Term SOFR" means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the SOFR Adjustment; provided that if Adjusted Term SOFR as so determined would be less than the SOFR Floor, Adjusted Term SOFR shall be deemed to be equal to the SOFR Floor.
"Trigger Period" means any period commencing on the date that Excess Availability is less than the greater of (a) twelve and one-half percent (12.5%) of the Borrowing Base and (b) Ten Million Dollars ($10,000,000), and ending on the date that Excess Availability has been at or above such threshold for thirty (30) consecutive calendar days; provided that the Trigger Period shall be deemed to have ended only if no other event or condition giving rise to a Trigger Period then exists.
"UCC" means the Uniform Commercial Code as in effect in the applicable jurisdiction from time to time.
"Unused Line Fee" has the meaning set forth in Section 2.07(b).
"Upfront Fee" means a one-time fee of Four Hundred Thousand Dollars ($400,000), equal to zero and fifty hundredths percent (0.50%) of the Aggregate Commitment, payable on the Closing Date in accordance with Section 2.07(a).
"Withdrawal Liability" means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.
Section 1.02 — Interpretation
Unless the context of this Agreement otherwise clearly requires, the following rules of interpretation shall apply to this Agreement and the other Loan Documents:
(a) References to "Articles," "Sections," "Exhibits," and "Schedules" are references to articles, sections, exhibits, and schedules of this Agreement unless otherwise specified.
(b) References to any document, instrument, or agreement (including this Agreement) shall be deemed to include references to such document, instrument, or agreement as amended, restated, supplemented, replaced, or otherwise modified from time to time in accordance with its terms and the terms hereof.
(c) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation."
(d) The words "herein," "hereof," "hereto," and "hereunder" and words of similar import refer to this Agreement as a whole and not to any particular provision hereof.
(e) The singular includes the plural and the plural includes the singular; references to any gender include every gender.
(f) The word "or" is not exclusive.
(g) The word "will" shall be construed to have the same meaning and effect as the word "shall."
(h) Article, section, schedule, and exhibit headings are for convenience of reference only and shall not affect the interpretation of this Agreement.
(i) References to any statute, law, or regulation shall refer to that statute, law, or regulation as amended, modified, or supplemented from time to time, and to all rules and regulations promulgated thereunder.
(j) All references to time of day shall mean Chicago, Illinois time, unless otherwise stated.
(k) All monetary amounts are expressed in United States dollars unless otherwise specified.
Section 1.03 — Accounting Terms and Determinations
All accounting terms not specifically defined herein shall be construed in accordance with GAAP. All financial statements, computations, and determinations required to be made or delivered pursuant to this Agreement shall be made in accordance with GAAP as in effect on the Closing Date (including with respect to the application of Financial Accounting Standards Board Accounting Standards Codification Topic 842, Leases, and Topic 606, Revenue from Contracts with Customers), applied on a basis consistent with the most recent audited financial statements of the Borrower delivered to the Administrative Agent prior to the Closing Date (the "frozen GAAP" convention). If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders, and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, and (b) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.
Section 1.04 — SOFR and Benchmark Replacement
(a) Benchmark Replacement Setting. Notwithstanding anything to the contrary herein or in any other Loan Document, if the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances described in the definition of "Benchmark Transition Event" have arisen with respect to SOFR or Term SOFR, (ii) an Early Opt-in Election has occurred, or (iii) adequate and reasonable means do not exist for ascertaining SOFR or Term SOFR for any requested Interest Period, then the Administrative Agent shall give prompt notice to the Borrower and the Lenders, and thereafter, (A) any obligation of the Lenders to make or continue SOFR Loans or to convert Base Rate Loans to SOFR Loans shall be suspended (to the extent of the affected SOFR Loans or Interest Periods), and (B) in the case of clause (iii) above, the component of the Base Rate based upon one-month Adjusted Term SOFR shall not be used in any determination of the Base Rate, in each case until the Administrative Agent revokes such notice.
(b) Benchmark Replacement. Upon the occurrence of a Benchmark Transition Event, the Administrative Agent and the Borrower may amend this Agreement to replace SOFR or Term SOFR (as applicable) with a Benchmark Replacement. Any such amendment shall become effective at 5:00 p.m. (Chicago time) on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment. The Benchmark Replacement shall be applied in a manner consistent with the recommendations of the Alternative Reference Rates Committee (ARRC), as applicable.
(c) Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.
(d) Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes in connection therewith. Any determination, decision, or election that may be made by the Administrative Agent or, if specified, any Lender (or group of Lenders) pursuant to this Section 1.04, including any determination with respect to a tenor, rate, or adjustment or of the occurrence or non-occurrence of an event, circumstance, or date, and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 1.04.
Section 1.05 — Divisions
For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction's laws): (a) if any asset, right, obligation, or liability of any Person becomes the asset, right, obligation, or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized and acquired on the first date of its existence by the holders of its Equity Interests at such time. The foregoing provisions of this Section 1.05 shall apply with equal force to any series of a limited liability company formed under the laws of the State of Delaware or the State of Iowa (or any comparable entity under a different jurisdiction's laws).
ARTICLE II — THE CREDITS
Section 2.01 — Revolving Commitments
(a) Subject to the terms and conditions set forth herein, each Lender severally (and not jointly) agrees to make Revolving Loans to the Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that shall not exceed the lesser of (i) such Lender's Commitment and (ii) such Lender's Pro Rata Share of the Borrowing Base minus Availability Reserves at such time.
(b) In no event shall the aggregate outstanding principal amount of all Revolving Loans at any time exceed the lesser of (i) the Aggregate Commitment and (ii) the Borrowing Base at such time. In no event shall the aggregate Revolving Exposure at any time exceed the lesser of (i) the Aggregate Commitment and (ii) the Borrowing Base at such time.
(c) Within the foregoing limits and subject to the terms and conditions of this Agreement, during the Availability Period, the Borrower may borrow, repay (in whole or in part), and reborrow Revolving Loans.
(d) The initial Commitments of the Lenders are set forth on Schedule 2.01 and are as follows:
Section 2.02 — Borrowing Procedures
(a) The Borrower shall deliver an irrevocable borrowing request to the Administrative Agent (in substantially the form of Exhibit A or in such other form as may be approved by the Administrative Agent) (i) in the case of a SOFR Loan, not later than 1:00 p.m. (Chicago time) on the Business Day of the requested borrowing (or such earlier notice period as may be required for Term SOFR borrowings with Interest Periods of three months, in which case notice shall be given not later than 1:00 p.m. (Chicago time) three (3) Business Days prior to the date of such borrowing), and (ii) in the case of a Base Rate Loan, not later than 1:00 p.m. (Chicago time) on the date of the requested borrowing. Each borrowing request shall specify (A) the aggregate principal amount of the Revolving Loans to be borrowed, (B) the date of such borrowing (which shall be a Business Day), (C) whether such Revolving Loans are to be SOFR Loans or Base Rate Loans, and (D) in the case of SOFR Loans, the initial Interest Period. Each borrowing of SOFR Loans shall be in a minimum aggregate principal amount of One Million Dollars ($1,000,000), or any integral multiple of Five Hundred Thousand Dollars ($500,000) in excess thereof. Each borrowing of Base Rate Loans shall be in a minimum aggregate principal amount of Five Hundred Thousand Dollars ($500,000), or any integral multiple of One Hundred Thousand Dollars ($100,000) in excess thereof.
(b) Promptly following receipt of a borrowing request, the Administrative Agent shall notify each Lender of the proposed borrowing, the amount of such Lender's Pro Rata Share thereof, and the other details set forth in the borrowing request. Each Lender shall make its Pro Rata Share of each borrowing available to the Administrative Agent in immediately available funds at the Administrative Agent's office at 200 South Wacker Drive, 40th Floor, Chicago, Illinois 60606 (or at such other office as the Administrative Agent may designate from time to time) not later than 2:00 p.m. (Chicago time) on the date of such borrowing.
(c) Upon fulfillment of the applicable conditions set forth in Article IV, the Administrative Agent shall make all funds so received from the Lenders available to the Borrower by crediting the Borrower's designated deposit account at Heartland Commerce Bank, N.A. (Account No. [to be provided at closing]), or such other account at an approved depository as the Borrower may designate in the applicable borrowing request, in like funds as received by the Administrative Agent.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any borrowing that such Lender will not make available to the Administrative Agent such Lender's Pro Rata Share of such borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with this Section 2.02, and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its Pro Rata Share of the applicable borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the Federal Funds Rate, or (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to the Revolving Loans of the applicable type made on such date.
Section 2.03 — Letters of Credit
(a) General. Subject to the terms and conditions set forth herein, the Issuing Bank agrees to issue standby and commercial Letters of Credit for the account of the Borrower or any Subsidiary Guarantor from time to time during the Availability Period, in such form as may be approved from time to time by the Issuing Bank; provided that the Issuing Bank shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the LC Exposure would exceed Ten Million Dollars ($10,000,000) (the "LC Sublimit"), or (ii) the aggregate Revolving Exposure would exceed the lesser of the Aggregate Commitment and the Borrowing Base.
(b) Expiry. No Letter of Credit shall have an expiry date later than the earlier of (i) one (1) year after the date of issuance thereof (or, in the case of any Letter of Credit containing an auto-renewal provision, the stated expiry date following the last permitted auto-renewal) and (ii) five (5) Business Days prior to the Maturity Date; provided that any Letter of Credit with a one-year tenor may provide for automatic renewal for additional successive periods of one (1) year each unless the Issuing Bank gives notice of non-renewal at least thirty (30) days prior to any such renewal date.
(c) LC Fees. The Borrower shall pay to the Administrative Agent, for the ratable account of the Lenders, a letter of credit fee (the "LC Fee") equal to the Applicable Margin for SOFR Loans then in effect, computed on the daily average undrawn face amount of each outstanding Letter of Credit, payable quarterly in arrears on the last Business Day of each March, June, September, and December, and on the Maturity Date. In addition, the Borrower shall pay to the Issuing Bank a fronting fee (the "LC Fronting Fee") equal to zero and one hundred twenty-five thousandths percent (0.125%) per annum on the face amount of each outstanding Letter of Credit, payable quarterly in arrears on the same dates as the LC Fee. The Borrower shall also pay to the Issuing Bank such customary issuance, amendment, and drawing fees as the Issuing Bank may charge from time to time.
(d) Participations. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from the Issuing Bank a participation in such Letter of Credit in an amount equal to such Lender's Pro Rata Share of the face amount of such Letter of Credit. Each Lender acknowledges and agrees that its obligation to purchase participations pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever.
(e) Reimbursement Obligations. If the Issuing Bank makes any LC Disbursement, the Borrower shall reimburse the Issuing Bank in an amount equal to such LC Disbursement not later than 12:00 noon (Chicago time) on the date the Borrower receives notice of such LC Disbursement, if such notice is received prior to 10:00 a.m. (Chicago time) on a Business Day, or, if such notice is received thereafter, not later than 12:00 noon (Chicago time) on the next succeeding Business Day. If the Borrower fails to make such reimbursement by the applicable time, the Administrative Agent shall notify each Lender of the unreimbursed LC Disbursement, the payment date, and such Lender's Pro Rata Share thereof, and each Lender shall pay to the Administrative Agent an amount equal to its Pro Rata Share of such unreimbursed LC Disbursement not later than 1:00 p.m. (Chicago time) on the date notified by the Administrative Agent (or, if such Lender receives notice after 12:00 noon (Chicago time), not later than 1:00 p.m. (Chicago time) on the next Business Day), which payment shall be applied to fund a Revolving Loan deemed to have been made by such Lender to the Borrower on such date.
(f) Cash Collateralization. If any Event of Default shall have occurred and be continuing, upon the request of the Administrative Agent or the Required Lenders, the Borrower shall, within five (5) Business Days following such request, deposit in an account with the Administrative Agent, for the benefit of the Issuing Bank and the Lenders, an amount in cash equal to one hundred five percent (105%) of the aggregate undrawn face amount of all outstanding Letters of Credit at such time. In addition, the Borrower shall cash collateralize the LC Exposure in the manner described in the preceding sentence within five (5) Business Days prior to the Maturity Date. Such deposits shall be held by the Administrative Agent as collateral for the payment and performance of the Obligations and shall be invested in Cash Equivalents as directed by the Administrative Agent.
Section 2.04 — Swingline Loans
(a) General. Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that shall not exceed Five Million Dollars ($5,000,000) (the "Swingline Sublimit"); provided that the Swingline Lender shall not be required to make any Swingline Loan if, after giving effect thereto, (i) the aggregate Revolving Exposure would exceed the lesser of the Aggregate Commitment and the Borrowing Base, or (ii) the Swingline Exposure would exceed the Swingline Sublimit. Each Swingline Loan shall be a Base Rate Loan and shall bear interest at the Base Rate plus the Applicable Margin for Base Rate Loans.
(b) Notice. To request a Swingline Loan, the Borrower shall notify the Administrative Agent and the Swingline Lender of the proposed borrowing by telephone (confirmed promptly in writing or by electronic mail), not later than 1:00 p.m. (Chicago time) on the day of such proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan.
(c) Availability. Swingline Loans shall be available on a same-day basis, subject to the conditions precedent set forth in Section 4.02.
(d) Settlement. The Swingline Lender may, at any time in its sole discretion, and shall, at least once per calendar week (or more frequently upon the request of any Lender), request each Lender to make a Revolving Loan in an amount equal to such Lender's Pro Rata Share of the outstanding Swingline Loans. Each Lender shall make the proceeds of its Revolving Loan available to the Administrative Agent on the Business Day next following the date of such request, and the Administrative Agent shall apply the proceeds thereof to repay the applicable Swingline Loans.
(e) Participations. If any Lender fails to make available to the Administrative Agent its Pro Rata Share of any Swingline Loan that is required to be refinanced as provided in paragraph (d) above, such Lender shall be deemed to have purchased from the Swingline Lender, without recourse, a participation in such outstanding Swingline Loan in an amount equal to such Lender's Pro Rata Share of such Swingline Loan. Each Lender's obligation to fund its participation shall be absolute and unconditional.
Section 2.05 — Prepayments
(a) Voluntary Prepayments. The Borrower may, at any time and from time to time, prepay Revolving Loans in whole or in part, without premium or penalty (but subject to any SOFR breakage costs as provided in this Agreement), upon at least one (1) Business Day's prior notice to the Administrative Agent (or same-day notice for Base Rate Loans), specifying the date and amount of such prepayment and whether such prepayment applies to SOFR Loans, Base Rate Loans, or a combination thereof, and, if a combination thereof, the amount allocable to each. Each partial prepayment of Revolving Loans shall be in a minimum principal amount of One Million Dollars ($1,000,000) for SOFR Loans and Five Hundred Thousand Dollars ($500,000) for Base Rate Loans, or any integral multiple thereof. Each such notice shall be irrevocable and shall commit the Borrower to prepay on the date and in the amount stated therein. All voluntary prepayments shall be applied first to Base Rate Loans and then to SOFR Loans in direct order of Interest Period maturity, unless otherwise directed by the Borrower.
(b) Mandatory Prepayments. If at any time the aggregate Revolving Exposure exceeds the lesser of (i) the Aggregate Commitment and (ii) the Borrowing Base (a "Borrowing Base Deficiency"), the Borrower shall, within one (1) Business Day of becoming aware of such excess or receiving notice thereof from the Administrative Agent, prepay the Revolving Loans (and, second, if after giving effect to the prepayment of all Revolving Loans the Borrowing Base Deficiency continues to exist, cash collateralize the LC Exposure in accordance with Section 2.03(f)) in an amount sufficient to eliminate such Borrowing Base Deficiency. The Administrative Agent shall promptly notify the Borrower if the Administrative Agent determines that a Borrowing Base Deficiency exists based on a Borrowing Base Certificate or other information available to the Administrative Agent.
(c) Application of Mandatory Prepayments. All mandatory prepayments under this Section 2.05(b) shall be applied first to Swingline Loans, second to Base Rate Loans, third to SOFR Loans (subject to SOFR breakage costs, if applicable), and fourth to cash collateralization of the LC Exposure.
Section 2.06 — Interest
(a) SOFR Loans. Each SOFR Loan shall bear interest for each day during each Interest Period applicable thereto at a rate per annum equal to Adjusted Term SOFR for such Interest Period plus the Applicable Margin for SOFR Loans; provided that in no event shall Adjusted Term SOFR used for calculating interest on any SOFR Loan be less than the SOFR Floor of zero and fifty hundredths percent (0.50%) per annum.
(b) Base Rate Loans. Each Base Rate Loan shall bear interest for each day during the period it is outstanding at a rate per annum equal to the Base Rate in effect on such day plus the Applicable Margin for Base Rate Loans; provided that the Applicable Margin for Base Rate Loans shall equal the Applicable Margin for SOFR Loans minus one percent (1.00%), with a floor of zero percent (0%).
(c) Default Interest. Upon the occurrence and during the continuance of any Event of Default, the Borrower shall pay interest on all overdue principal at the rate otherwise applicable thereto plus an additional two percent (2.00%) per annum, and on all overdue interest, fees, and other Obligations at a rate per annum equal to the rate applicable to Base Rate Loans plus an additional two percent (2.00%) per annum (the "Default Rate"). In addition, upon the request of the Required Lenders, during the continuance of any Event of Default, all outstanding Obligations shall bear interest at the Default Rate. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.
(d) Interest Periods. The Borrower may elect Interest Periods of one (1) or three (3) months for SOFR Loans. The Borrower shall elect the applicable Interest Period for

CREDIT AGREEMENT

THE GUARANTORS FROM TIME TO TIME PARTY HERETO,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

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