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DRAFT — — PRIVILEGED AND CONFIDENTIAL

CREDIT AGREEMENT

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Prepared by:

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CREDIT AGREEMENT

THIS CREDIT AGREEMENT (this "Agreement") is dated as of [●], 2022, and is entered into by and among:

(1) GREENFIELD AGRICULTURAL PARTNERS LLC, an Iowa limited liability company (the "Borrower"), with its principal place of business and headquarters located at 4100 Grand Prairie Boulevard, Suite 300, Des Moines, Iowa 50309;

(2) GREENFIELD HOLDINGS CORP., a Delaware corporation ("Holdings"), in its capacity as Parent Guarantor;

(3) GREENFIELD GRAIN STORAGE LLC, an Iowa limited liability company ("GGS"), in its capacity as a Subsidiary Guarantor;

(4) GREENFIELD CROP INPUTS INC., an Illinois corporation ("GCI"), in its capacity as a Subsidiary Guarantor;

(5) The several banks and other financial institutions and lenders from time to time party hereto (each, a "Lender" and, collectively, the "Lenders"); and

(6) HEARTLAND COMMERCE BANK, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States ("HCB"), with its principal office located at 200 South Wacker Drive, 40th Floor, Chicago, Illinois 60606, in its capacities as Administrative Agent for the Lenders, Collateral Agent for the Secured Parties, Sole Lead Arranger, Sole Bookrunner, and Issuing Bank.

RECITALS

WHEREAS, the Borrower has requested that the Lenders make available to the Borrower a senior secured asset-based revolving credit facility in the aggregate principal amount of Eighty Million Dollars ($80,000,000) (the "Facility"), subject to borrowing base limitations and the other terms and conditions set forth herein;

WHEREAS, the Lenders are willing to make such Facility available to the Borrower on the terms and conditions set forth in this Agreement and the other Loan Documents;

WHEREAS, the Facility will be secured by first-priority liens and security interests on substantially all assets of the Borrower and the Guarantors, as more fully described in the Security Documents;

WHEREAS, the proceeds of the Facility will be used to (i) refinance and repay in full the existing revolving credit facility in the aggregate principal amount of Fifty-Five Million Dollars ($55,000,000) with Prairie National Bank, National Association ("PNB"), pursuant to the Existing Credit Agreement, (ii) fund the Borrower's seasonal working capital needs, and (iii) provide for general corporate purposes of the Borrower and its Subsidiaries; and

WHEREAS, each Guarantor has agreed to guarantee the obligations of the Borrower under this Agreement and the other Loan Documents, and to grant liens and security interests in its assets to secure such guaranty;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — Defined Terms

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

"Accounts Receivable" means all accounts (as defined in the UCC), payment intangibles, and rights to payment arising from the Borrower's or any Subsidiary Guarantor's sale of goods or services in the ordinary course of business, including any right of the Borrower or any Subsidiary Guarantor to payment for goods sold, leased, licensed, assigned, or otherwise disposed of, or for services rendered, whether or not earned by performance, and all rights in any merchandise or goods which any of the same may represent, and all rights in returned or repossessed goods.

"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 any successor administrative agent appointed in accordance with Section 9.05.

"Affiliate" means, with respect to any Person, any other Person that directly or indirectly Controls, is Controlled by, or is under common Control with, such Person. For purposes of this definition, "Control" (including the correlative terms "Controlling," "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 or policies of a Person, whether through the ownership of voting Equity Interests, by contract, or otherwise.

"Aggregate Commitment" means the aggregate amount of the Commitments of all Lenders, which as of the Closing Date shall be Eighty Million Dollars ($80,000,000), as such amount may be reduced from time to time in accordance with the terms of this Agreement.

"Agreement" has the meaning assigned to such term in the preamble hereto.

"Anti-Corruption Laws" means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery, corruption, or similar offenses, including the United States Foreign Corrupt Practices Act of 1977, as amended.

"Applicable Margin" means, with respect to any Revolving Loan, the applicable percentage per annum determined in accordance with the pricing grid set forth in Section 2.08(b). The initial Applicable Margin from the Closing Date through the end of the first full calendar quarter ending after the Closing Date shall be determined based on the pricing level corresponding to Tier II (SOFR + 2.25%) unless the Administrative Agent determines in its reasonable discretion that Tier I pricing is appropriate based on the initial Borrowing Base Certificate.

"Assignment and Assumption" means an assignment and assumption agreement entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 11.04), and accepted by the Administrative Agent, in substantially the form of Exhibit D or any other form approved by the Administrative Agent.

"Availability Reserves" means, as of any date of determination, such reserves as the Administrative Agent may from time to time establish and revise in its Permitted Discretion, reducing the amount of Revolving Loans and Letters of Credit that would otherwise be available to the Borrower under the Borrowing Base. Without limiting the generality of the foregoing, Availability Reserves may include reserves for rent (at locations where landlord waivers have not been obtained or are deemed insufficient), dilution (based on historical dilution rates), commodity price volatility (including basis risk), environmental liabilities, incomplete insurance coverage, outstanding customs and duty obligations, and other matters that the Administrative Agent determines in its Permitted Discretion may adversely affect the value of or ability to realize upon the Collateral. The initial Availability Reserve on the Closing Date shall be the Initial Availability Reserve Amount.

"Beneficial Ownership Certification" means a certification regarding beneficial ownership of the Borrower and each Guarantor as required by the Beneficial Ownership Regulation.

"Beneficial Ownership Regulation" means 31 C.F.R. § 1010.230, as amended from time to time.

"Benchmark" means, initially, the Term SOFR Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Rate, then "Benchmark" means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 1.05.

"Benchmark Replacement" means, with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date: (a) the sum of (i) the Daily Simple SOFR and (ii) the related Benchmark Replacement Adjustment; or (b) the sum of (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark, giving due consideration to any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for dollar-denominated syndicated credit facilities at such time, and (ii) the related Benchmark Replacement Adjustment.

"Benchmark Replacement Adjustment" means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), that has been selected by the Administrative Agent and the Borrower, giving due consideration to any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities at such time.

"Benchmark Replacement Conforming Changes" means, with respect to any Benchmark Replacement, any technical, administrative, or operational changes (including changes to the definition of "Business Day," the definition of "Interest Period," timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative, or operational matters) that the Administrative Agent decides in its reasonable discretion may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

"Benchmark Replacement Date" means, with respect to any Benchmark, the earliest to occur of the following events with respect to such then-current Benchmark: (a) in the case of clause (a) or (b) of the definition of "Benchmark Transition Event," the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all available tenors of such Benchmark (or such component thereof); or (b) in the case of clause (c) of the definition of "Benchmark Transition Event," the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any available tenor of such Benchmark (or such component thereof) continues to be provided on such date.

"Benchmark Transition Event" means the occurrence of one or more of the following events with respect to the then-current Benchmark: (a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all available tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any available tenor of such Benchmark (or such component thereof); (b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component), or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all available tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any available tenor of such Benchmark (or such component thereof); or (c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all available tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.

"Borrower" has the meaning assigned to such term in the preamble hereto.

"Borrowing Base" has the meaning assigned to such term in Section 2.01(b).

"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, setting forth a computation of the Borrowing Base as of the date specified therein.

"Borrowing Request" means a request by the Borrower for a Revolving Loan in substantially the form of Exhibit A hereto, or in such other form as may be approved by the Administrative Agent, including any request made by telephonic notice followed by written confirmation.

"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 or other governmental action to close.

"Capital Expenditures" means, for any period, expenditures (including the principal portion of payments under capital leases) made by the Borrower and its Subsidiaries during such period that would be classified as capital expenditures in accordance with GAAP.

"Cash Dominion Period" means a Trigger Period during which the Administrative Agent has exercised its rights to require the sweep of collections under Section 2.04(d).

"Change of Control" means the occurrence of any of the following: (a) the Lindstrom Family Trust shall cease to own, directly or indirectly, beneficially and of record, at least fifty-one percent (51%) of the issued and outstanding Equity Interests in Holdings on a fully diluted basis; (b) Holdings shall cease to own, directly or indirectly, beneficially and of record, one hundred percent (100%) of the issued and outstanding Equity Interests in the Borrower; or (c) the Borrower shall cease to own, directly or indirectly, beneficially and of record, one hundred percent (100%) of the issued and outstanding Equity Interests in GGS or GCI.

"Closing Date" means the date on which all of the conditions precedent set forth in Section 3.01 have been satisfied or waived in accordance with this Agreement.

"Collateral" means all property and assets of the Loan Parties, whether real, personal, or mixed, tangible or intangible, now owned or hereafter acquired, that are or are intended to be subject to the Liens created by the Security Documents, including all property described in the Security Agreement, the Pledge Agreement, the Mortgages, the DACAs, and the Assignment of Insurance.

"Collateral Agent" means Heartland Commerce Bank, National Association, in its capacity as collateral agent for the Secured Parties under this Agreement and the other Loan Documents, and any successor collateral agent appointed in accordance with Section 9.05.

"Commitment" means, with respect to each Lender, the amount set forth opposite such Lender's name on Schedule 2.01 under the heading "Commitment," or, if such Lender has entered into one or more Assignment and Assumptions, the amount set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 11.04, as such amount may be adjusted from time to time in accordance with this Agreement. As of the Closing Date, the Commitments of the Lenders are as follows:

"Commodity Exchange Act" means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

"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 computing such consolidated net income: (i) interest expense, (ii) income tax expense, (iii) depreciation and amortization, (iv) non-cash charges and losses (excluding any non-cash charge to the extent it represents an accrual of or reserve for cash expenditures in any future period), and (v) extraordinary or non-recurring losses and charges approved by the Administrative Agent, minus (b) the following to the extent included in computing such consolidated net income: (i) interest income, (ii) extraordinary or non-recurring gains, and (iii) non-cash gains (excluding any non-cash gain to the extent it relates to the reversal of an accrual or reserve for a cash item in a prior period); all as determined in accordance with GAAP on a consolidated basis.

"Crop Insurance" means insurance covering loss of or damage to growing or harvested crops, including multi-peril crop insurance, crop-hail insurance, and revenue protection insurance, in each case issued by insurers with an AM Best rating of A- or better (or by the Federal Crop Insurance Corporation or its authorized agents), in amounts and with coverages consistent with the requirements of Section 5.06 and Schedule 5.06.

"DACA" or "Deposit Account Control Agreement" means a deposit account control agreement among the applicable Loan Party, the depository bank, and the Collateral Agent, in substantially the form of Exhibit H hereto or in such other form as may be acceptable to the Administrative Agent in its reasonable discretion, providing the Collateral Agent with "control" (as defined in Section 9-104 of the UCC) over the applicable deposit account.

"Daily Simple SOFR" means, for any day, SOFR, with the conventions for this rate (which may include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate recommended by the Federal Reserve Bank of New York, as determined by the Administrative Agent in its reasonable discretion.

"Default" means any event, act, condition, or occurrence that, with the giving of notice, the passage of time, or both, would constitute an Event of Default under Article VIII.

"Default Rate" has the meaning assigned to such term in Section 2.08(a).

"Eligible Accounts Receivable" means Accounts Receivable of the Borrower and the Subsidiary Guarantors that satisfy each of the eligibility criteria set forth in Section 2.01(c). The Administrative Agent may, in its Permitted Discretion, change the eligibility criteria for Eligible Accounts Receivable from time to time.

"Eligible Crop Inventory" means harvested grain (including corn, soybeans, and specialty grains) owned by the Borrower or GGS that satisfies each of the eligibility criteria set forth in Section 2.01(d). The Administrative Agent may, in its Permitted Discretion, change the eligibility criteria for Eligible Crop Inventory from time to time.

"Eligible Crop-Input Inventory" means seed, fertilizer, and crop protection chemicals held for sale or distribution by the Borrower or GCI that satisfies each of the eligibility criteria set forth in Section 2.01(e). The Administrative Agent may, in its Permitted Discretion, change the eligibility criteria for Eligible Crop-Input Inventory from time to time.

"Eligible Warehouse Receipts" means warehouse receipts satisfying each of the eligibility criteria set forth in Section 2.01(f). The Administrative Agent may, in its Permitted Discretion, change the eligibility criteria for Eligible Warehouse Receipts from time to time.

"Environmental Laws" means all federal, state, and local laws, rules, regulations, ordinances, and orders relating to pollution, the protection of the environment, or human health and safety (as it relates to exposure to hazardous or toxic materials), including the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (42 U.S.C. § 9601 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Clean Water Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), and analogous state and local laws and regulations.

"Equity Interests" means, with respect to any Person, all shares, membership interests, partnership interests, limited liability company interests, capital stock, or other ownership or profit interests of or in such Person, and all options, warrants, and other rights to acquire any of the foregoing.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time.

"ERISA Affiliate" means any trade or business (whether or not incorporated) that, together with the Borrower or any Subsidiary, is treated as a single employer under Section 414(b) or (c) of the Internal Revenue Code, or, solely for purposes of Section 302 of ERISA and Section 412 of the Internal Revenue Code, is treated as a single employer under Section 414 of the Internal Revenue Code.

"ERISA Event" means (a) the occurrence of a reportable event (as defined in Section 4043(c) of ERISA) with respect to any Plan; (b) the application for a minimum funding waiver with respect to any Plan; (c) the existence of an "accumulated funding deficiency" (as defined in Section 412 of the Internal Revenue Code or Section 302 of ERISA), whether or not waived; (d) the filing pursuant to Section 4041(c) of ERISA of a notice of intent to terminate any Plan; (e) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (f) the incurrence by the Borrower or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan; (g) the receipt by the Borrower or any ERISA Affiliate from a Multiemployer Plan of a notification of withdrawal liability or of a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization; or (h) the occurrence of any other event or condition with respect to a Plan that could reasonably be expected to result in material liability to the Borrower or its Subsidiaries.

"Event of Default" has the meaning assigned to such term in Section 8.01.

"Excess Availability" means, at any time of determination, the amount equal to the lesser of (a) the Aggregate Commitment and (b) the Borrowing Base at such time, minus the sum of (i) the aggregate principal amount of all outstanding Revolving Loans at such time plus (ii) the aggregate amount of all LC Obligations at such time. For the avoidance of doubt, Excess Availability shall not be less than zero.

"Excluded Taxes" means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof), or (ii) that are Other Connection Taxes; (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.12, amounts with respect to such Taxes were payable either to such Lender's assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office; (c) Taxes attributable to such Recipient's failure to comply with Section 2.12; and (d) any U.S. federal withholding Taxes imposed under FATCA.

"Existing Credit Agreement" means that certain Revolving Credit Agreement, dated as of April 1, 2018 (as amended by that certain First Amendment to Revolving Credit Agreement, dated as of October 15, 2019, and as further amended by that certain Second Amendment to Revolving Credit Agreement, dated as of March 1, 2021), by and between the Borrower and Prairie National Bank, National Association, as lender.

"FATCA" means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, and any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code, and any intergovernmental agreement implementing the foregoing.

"Federal Reserve Board" means the Board of Governors of the Federal Reserve System of the United States.

"Field Examination" means an examination and appraisal of the Collateral (including the accounts receivable, inventory, warehouse receipts, and other Borrowing Base assets) conducted by a field examiner acceptable to the Administrative Agent (as of the date hereof, Pryor & Associates LLC, of Chicago, Illinois), including a review of the Borrower's and each Guarantor's books, records, accounting procedures, internal controls, and operational systems.

"Fixed Charge Coverage Ratio" or "FCCR" means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the trailing twelve-month period ending on the last day of the most recently completed fiscal quarter, minus unfinanced Capital Expenditures made during such period, minus cash taxes actually paid during such period, to (b) Fixed Charges for such period.

"Fixed Charges" means, for any period, the sum (without duplication) of (a) scheduled payments of principal on Indebtedness (excluding any payments on the Revolving Loans), (b) interest paid or payable in cash on all Indebtedness (including the interest component of capital lease obligations), (c) all Restricted Payments actually made during such period (other than tax distributions), and (d) scheduled payments under capital leases.

"GAAP" means generally accepted accounting principles in the United States, as in effect from time to time; provided that, for purposes of determining compliance with the financial covenants set forth in Article VII, GAAP shall be determined on the basis of such principles as in effect on the Closing Date, applied consistently with those used in preparing the financial statements referred to in Section 4.01(e) (i.e., frozen GAAP).

"Governmental Authority" means any federal, state, local, or foreign government, political subdivision, governmental or regulatory agency, instrumentality, authority, body, or commission, or any court, tribunal, or judicial or arbitral body of competent jurisdiction.

"Guarantors" means, collectively, Holdings (in its capacity as Parent Guarantor), GGS (in its capacity as Subsidiary Guarantor), and GCI (in its capacity as Subsidiary Guarantor), and "Guarantor" means any one of them.

"Guaranty" means that certain Guaranty Agreement, dated as of the Closing Date, executed by each Guarantor in favor of the Administrative Agent for the benefit of the Secured Parties, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Hazardous Materials" means all explosive, radioactive, hazardous, or toxic substances, wastes, or materials (including petroleum and petroleum-derived products, asbestos, asbestos-containing materials, urea formaldehyde foam insulation, polychlorinated biphenyls, radon gas, and per- and polyfluoroalkyl substances), and all substances defined as or included in the definition of "hazardous substances," "hazardous wastes," "hazardous materials," "extremely hazardous wastes," "restricted hazardous wastes," "toxic substances," "toxic pollutants," "contaminants," or "pollutants," or words of similar import, under any applicable Environmental Law.

"Holdings" has the meaning assigned to such term in the preamble hereto.

"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); (e) all obligations of such Person as lessee under capital leases; (f) all obligations, contingent or otherwise, of such Person in respect of letters of credit, bankers' acceptances, bank guaranties, surety bonds, and similar instruments; (g) all Indebtedness of other Persons secured by a Lien on property owned or being acquired by such Person (whether or not such Indebtedness shall have been assumed by such Person); (h) all Indebtedness of other Persons guaranteed by such Person; and (i) all net obligations of such Person in respect of Hedging Obligations.

"Indemnified Taxes" means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document, and (b) to the extent not otherwise described in clause (a), Other Taxes.

"Initial Availability Reserve Amount" means the amount set forth on Schedule 1.01(a), which as of the Closing Date is

"Interest Period" means, with respect to any SOFR Loan, the period commencing on the date such SOFR Loan is made or continued as, or converted to, a SOFR Loan and ending on the numerically corresponding day in the calendar month that is one (1), three (3), or six (6) months thereafter (in each case, subject to availability), as selected by the Borrower in its Borrowing Request; provided that (a) if any Interest Period would end on a day other than 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; and (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 calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period.

"Internal Revenue Code" means the Internal Revenue Code of 1986, as amended from time to time.

"Issuing Bank" means HCB, in its capacity as issuer of Letters of Credit under this Agreement.

"LC Obligations" 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 drawings under Letters of Credit that have not yet been reimbursed by the Borrower at such time.

"Lender" and "Lenders" have the meanings assigned to such terms in the preamble hereto.

"Letter of Credit" or "LC" means a letter of credit issued by the Issuing Bank for the account of the Borrower pursuant to Section 2.03.

"Lien" means any mortgage, deed of trust, pledge, hypothecation, assignment for security, security interest, charge, encumbrance, lien (statutory or other), or other security arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement under the UCC or comparable law of any jurisdiction).

"Loan Documents" means, collectively, this Agreement, the Guaranty, the Security Agreement, the Pledge Agreement, the Mortgages, the DACAs, the Assignment of Insurance, each Borrowing Base Certificate, each Compliance Certificate, each Borrowing Request, the Notes (if any), and each other document, instrument, agreement, or certificate delivered by any Loan Party in connection with this Agreement or the transactions contemplated hereby, in each case as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Loan Parties" means, collectively, the Borrower and the Guarantors, and "Loan Party" means any one of them.

"Material Adverse Change" or "MAC" means any event, development, circumstance, condition, change, effect, or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (a) the business, operations, assets, liabilities (actual or contingent), condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, (b) the ability of any Loan Party to perform any of its material obligations under any Loan Document, (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.

"Material Contract" means any contract or agreement to which any Loan Party is a party (other than the Loan Documents) involving obligations of, or payments to, any Loan Party in excess of Two Million Dollars ($2,000,000) annually.

"Maturity Date" means the date that is four (4) years from the Closing Date, or such earlier date on which all Commitments have been terminated or the Obligations have been accelerated in accordance with the terms hereof.

"Meridian" or "MACC" means Meridian Agricultural Credit Corporation.

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

"Mortgaged Properties" means the real properties described on Schedule 4.01(s) hereto, comprising fourteen (14) grain elevator sites and three (3) distribution centers, together with all improvements, fixtures, and appurtenances thereto, having an aggregate appraised value of approximately Sixty-Four Million Eight Hundred Thousand Dollars ($64,800,000) as determined by the most recent appraisal.

"Mortgages" means the mortgages, deeds of trust, or deeds to secure debt (in Iowa and Illinois statutory forms) delivered by the Loan Parties to the Collateral Agent, granting first-priority Liens on the Mortgaged Properties to secure the Obligations, as the same 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.

"NOLV" means net orderly liquidation value, as determined by the most recent Field Examination and appraisal of the applicable Collateral conducted by Pryor & Associates LLC or another appraisal firm acceptable to the Administrative Agent.

"Notes" means any promissory notes issued by the Borrower to a Lender pursuant to Section 2.07, in substantially the form of Exhibit E hereto.

"Obligations" means all present and future indebtedness, obligations, and liabilities of the Loan Parties (or any of them) to the Secured Parties (or any of them) arising under, in connection with, or related to this Agreement or any other Loan Document, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all principal, interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership, or other similar proceeding, regardless of whether allowed or allowable in such proceeding), fees, charges, expenses, indemnification obligations, and other amounts payable by any Loan Party under any Loan Document, and all obligations arising under any Hedging Obligation owed to a Lender or an Affiliate of a Lender that is a Secured Party.

"Officer's Certificate" means a certificate in substantially the form of Exhibit G hereto, duly executed by an authorized officer of the Borrower.

"Patriot Act" means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56), as amended from time to time.

"PBGC" means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

"Permitted Acquisition" means any acquisition by the Borrower or any Subsidiary of all or substantially all of the assets of, or all of the Equity Interests in, another Person, or any division or line of business of another Person, so long as (a) no Default or Event of Default exists at the time of or would result from such acquisition; (b) the aggregate consideration (including assumed Indebtedness and deferred purchase price) for all such acquisitions in any fiscal year does not exceed Five Million Dollars ($5,000,000); (c) the Borrower shall have delivered to the Administrative Agent pro forma financial statements demonstrating compliance with all financial covenants; (d) pro forma Excess Availability (after giving effect to such acquisition) shall be not less than fifteen percent (15%) of the Borrowing Base; (e) the acquired assets or Person is in a line of business reasonably related to the business of the Borrower and its Subsidiaries; and (f) such other conditions as the Administrative Agent may reasonably require.

"Permitted Discretion" means a determination made by the Administrative Agent in good faith and in a commercially reasonable manner, exercising discretion customarily exercised by administrative agents in comparable transactions for similarly situated borrowers in the agricultural sector.

"Permitted Indebtedness" has the meaning assigned to such term in Section 6.01.

"Permitted Liens" has the meaning assigned to such term in Section 6.02.

"Person" means any individual, corporation, limited liability company, partnership, joint venture, 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 maintained or contributed to by the Borrower or any ERISA Affiliate.

"Pledge Agreement" means that certain Pledge Agreement, dated as of the Closing Date, executed by Holdings and the Borrower in favor of the Collateral Agent for the benefit of the Secured Parties, pledging one hundred percent (100%) of the Equity Interests in the Borrower, GGS, and GCI, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Prairie National Bank Payoff" means the payment in full and termination of all obligations of the Borrower under the Existing Credit Agreement and the release and discharge of all Liens securing such obligations, including the termination of all UCC financing statements filed by or on behalf of Prairie National Bank, National Association (including Iowa Secretary of State Filing Nos. 2018-0041729 and 2018-0041730), and the release and satisfaction of all mortgages recorded in favor of Prairie National Bank, National Association in Polk County, Iowa, McLean County, Illinois, and eight (8) additional Iowa counties, and the delivery to the Administrative Agent of evidence reasonably satisfactory to the Administrative Agent of such payment, termination, release, and discharge.

"Pro Rata Share" means, with respect to each Lender at any time, the percentage obtained by dividing (a) such Lender's Commitment at such time by (b) the Aggregate Commitment at such time. The initial Pro Rata Shares of the Lenders are set forth on Schedule 2.01.

"Recipient" means (a) the Administrative Agent, (b) any Lender, and (c) the Issuing Bank, as applicable.

"Required Lenders" means, at any time, Lenders having Commitments representing more than fifty percent (50%) of the Total Commitments at such time; provided that, if the Commitments have been terminated, "Required Lenders" means Lenders holding more than fifty percent (50%) of the aggregate outstanding principal amount of the Revolving Loans and LC Obligations at such time.

"Restricted Payment" means any dividend, distribution, or other payment (whether in cash, securities, or other property) on account of any Equity Interest in the Borrower or Holdings, or any payment or prepayment of principal, interest, or premium on, or redemption, purchase, retirement, defeasance, or other acquisition for value of, any Indebtedness of the Borrower that is subordinated to the Obligations.

"Revolving Loans" means the revolving credit loans made by the Lenders to the Borrower pursuant to Section 2.01(a).

"Sanctions" means any sanctions administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control, the U.S. Department of State, the United Nations Security Council, the European Union, or any other relevant sanctions authority.

"Secured Parties" means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the Issuing Bank, and each other Person to whom any Obligation is owing.

"Security Agreement" means that certain Security Agreement, dated as of the Closing Date, executed by the Loan Parties in favor of the Collateral Agent for the benefit of the Secured Parties, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Security Documents" means, collectively, the Security Agreement, the Pledge Agreement, the Mortgages, the DACAs, the Assignment of Insurance, and each other document or instrument pursuant to which any Lien is granted by any Loan Party to secure the Obligations.

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

"SOFR Floor" means a rate of interest per annum equal to zero and 50/100 percent (0.50%).

"SOFR Loan" means a Revolving Loan that bears interest based on the Term SOFR Rate.

"Subsidiary" means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture, or other entity of which such Person (a) beneficially owns, directly or indirectly, more than fifty percent (50%) of (i) the total combined voting power of all classes of voting securities of such entity, (ii) the total combined equity interests, or (iii) the capital or profit interests, in the case of a partnership, or (b) otherwise has the power to vote, or to direct the voting of, sufficient Equity Interests to elect a majority of the directors, managers, or trustees (or other Persons performing similar functions) thereof.

"Tallgrass" means Tallgrass Capital Fund II, LP.

"Taxes" means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees, or other charges imposed by any Governmental Authority, including any interest, additions to tax, or penalties applicable thereto.

"Term SOFR Rate" means, for any Interest Period, the forward-looking term rate based on SOFR that has been selected or recommended by the Federal Reserve Bank of New York or a committee officially endorsed or convened by the Federal Reserve Bank of New York, or any successor thereto, as determined by the Administrative Agent; provided that the Term SOFR Rate shall not be less than the SOFR Floor.

"Total Commitments" means the aggregate amount of the Commitments of all Lenders, which as of the Closing Date is Eighty Million Dollars ($80,000,000).

"Trigger Period" means any period commencing on any date on which 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 first date thereafter on which Excess Availability has equaled or exceeded the greater of (a) twelve and one-half percent (12.5%) of the Borrowing Base and (b) Ten Million Dollars ($10,000,000) for thirty (30) consecutive days.

"UCC" means the Uniform Commercial Code as in effect from time to time in the State of Illinois or, when the context requires, the Uniform Commercial Code as in effect from time to time in any other applicable jurisdiction.

Section 1.02 — Accounting Terms and GAAP

(a) Except as otherwise expressly provided herein, all financial statements to be delivered pursuant to this Agreement shall be prepared, and all accounting terms used herein shall be construed, in accordance with GAAP.

(b) Notwithstanding anything to the contrary herein, for purposes of determining compliance with the financial covenants contained in Article VII, all accounting terms shall be construed and all accounting determinations shall be made in accordance with GAAP as in effect on the Closing Date, applied on a basis consistent with the preparation of the audited financial statements of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2021, as prepared by Ashford, Kline & Pearce LLP (the "frozen GAAP" concept). 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, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) 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 1.03 — Rules of Interpretation

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The word "will" shall be construed to have the same meaning and effect as the word "shall." Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument, or other document herein shall be construed as referring to such agreement, instrument, or other document as from time to time amended, restated, supplemented, or otherwise modified (subject to any restrictions on such amendments, restatements, supplements, or modifications set forth herein); (ii) any reference herein to any Person shall be construed to include such Person's successors and permitted assigns; (iii) the words "herein," "hereof," and "hereunder," and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof; (iv) all references herein to Articles, Sections, Exhibits, and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement; and (v) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights.

(b) In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each mean "to but excluding"; provided that, with respect to a computation of fees or interest payable to the Administrative Agent or any Lender, the word "to" means "to and including."

(c) Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Agreement.

(d) Except as otherwise specified herein, whenever any action is required to be taken on or by a date that is not a Business Day, such action shall instead be taken on or by the next succeeding Business Day (except that, with respect to actions relating to SOFR Loans, if such next succeeding Business Day falls in the next calendar month, such action shall be taken on the immediately preceding Business Day).

Section 1.04 — UCC Terms

Unless otherwise defined herein, terms used herein that are defined in the UCC as in effect in the State of Illinois shall have the meanings given to such terms in the UCC. Without limiting the foregoing, the terms "account," "chattel paper," "commercial tort claim," "deposit account," "document," "equipment," "general intangible," "goods," "instrument," "inventory," "investment property," "letter-of-credit right," "payment intangible," "proceeds," "software," and "supporting obligation" shall have the respective meanings assigned to them in Article 9 of the UCC.

Section 1.05 — SOFR Provisions

(a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event occurs, the Administrative Agent and the Borrower may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will 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 so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders.

(b) Benchmark Replacement 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.

(c) 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. Any determination, decision, or election that may be made by the Administrative Agent or, if specified, by the Required Lenders, pursuant to this Section 1.05, 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 1.05.

(d) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion, or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of "Interest Period" for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor; and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement), or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of "Interest Period" for all Benchmark settings at or after such time to reinstate such previously removed tenor.

ARTICLE II — THE REVOLVING CREDIT FACILITY

Section 2.01 — Revolving Commitments and Borrowing Base

(a) Revolving Commitments. Subject to the terms and conditions set forth herein, each Lender severally agrees to make revolving credit loans (each, a "Revolving Loan") to the Borrower from time to time during the period from and including the Closing Date to but excluding the Maturity Date, in an aggregate principal amount at any one time outstanding not to exceed such Lender's Pro Rata Share of the lesser of (i) the Aggregate Commitment and (ii) the Borrowing Base at such time; provided that, after giving effect to any borrowing, the aggregate outstanding principal amount of all Revolving Loans plus the aggregate amount of all LC Obligations shall not exceed the lesser of (x) the Aggregate Commitment (Eighty Million Dollars ($80,000,000)) and (y) the Borrowing Base at such time. Within the foregoing limits and subject to the terms and conditions hereof, the Borrower may borrow, repay, and reborrow Revolving Loans.

(b) Borrowing Base. The "Borrowing Base" shall mean, at any time of determination, an amount equal to the sum of:

(i) eighty-five percent (85%) of Eligible Accounts Receivable at such time; plus

(ii) sixty-five percent (65%) of the NOLV of Eligible Crop Inventory at such time; plus

(iii) seventy percent (70%) of the lower of cost or of Eligible Crop-Input Inventory at such time; plus

(iv) eighty percent (80%) of the market value (valued at the Chicago Board of Trade ("CBOT") settlement price , less the applicable basis for the relevant delivery point and grade ) of Eligible Warehouse Receipts at such time; minus

(v) Availability Reserves at such time.

At no time shall the aggregate outstanding principal amount of all Revolving Loans plus the aggregate amount of all LC Obligations exceed the lesser of (x) the Aggregate Commitment and (y) the Borrowing Base. In the event that the aggregate outstanding Revolving Loans plus LC Obligations exceed the lesser of the Aggregate Commitment and the Borrowing Base at any time (an "Overadvance"), the Borrower shall repay such excess in accordance with Section 2.04(b).

(c) Eligible Accounts Receivable Criteria. In order to qualify as "Eligible Accounts Receivable" for purposes of the Borrowing Base calculation, an Account Receivable must satisfy each of the following criteria (in each case, subject to the Administrative Agent's Permitted Discretion to modify such criteria):

(i) such Account Receivable is not more than sixty (60) days past the original invoice date (or such earlier date as the Administrative Agent may determine in its Permitted Discretion);

(ii) the obligor on such Account Receivable is not the subject of any insolvency, bankruptcy, reorganization, receivership, or similar proceeding, and has not made an assignment for the benefit of creditors, suspended normal business operations, dissolved, liquidated, or ceased to exist;

(iii) such Account Receivable is not subject to any setoff, counterclaim, defense, dispute, or credit (including any volume discount, trade discount, or similar adjustment), except to the extent of any reserve established by the Administrative Agent;

(iv) the obligor on such Account Receivable is located in, and organized or incorporated under the laws of, the United States (or, with respect to any foreign obligor, such obligor has provided a letter of credit or other credit enhancement acceptable to the Administrative Agent);

(v) such Account Receivable does not arise from a sale or transaction with an Affiliate of the Borrower or any Guarantor (a "related party receivable");

(vi) such Account Receivable is not subject to any Lien other than Permitted Liens and Liens in favor of the Collateral Agent under the Security Documents;

(vii) such Account Receivable does not cause the aggregate amount of Eligible Accounts Receivable from any single obligor (together with its Affiliates) to exceed fifteen percent (15%) of the total Eligible Accounts Receivable (the "single-obligor concentration limit"), unless otherwise approved in writing by the Administrative Agent (any Accounts Receivable in excess of such concentration limit shall be excluded from Eligible Accounts Receivable);

(viii) if more than twenty-five percent (25%) of the aggregate dollar amount of all Accounts Receivable owing from any single obligor (together with its Affiliates) are ineligible (whether by reason of aging, dispute, or any other criterion), then all Accounts Receivable from such obligor shall be excluded from Eligible Accounts Receivable (the "cross-aging exclusion");

(ix) the obligor on such Account Receivable is not the United States government or any agency or instrumentality thereof, unless the Borrower has complied with the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.);

(x) such Account Receivable is denominated and payable in United States Dollars;

(xi) such Account Receivable is evidenced by an invoice rendered in the ordinary course of business and arises from a bona fide, completed transaction;

(xii) such Account Receivable is not subject to any contra relationship, right of recoupment, or net-out arrangement with the obligor thereon; and

(xiii) such Account Receivable satisfies such other eligibility criteria as the Administrative Agent may establish from time to time in its Permitted Discretion.

(d) Eligible Crop Inventory Criteria. In order to qualify as "Eligible Crop Inventory" for purposes of the Borrowing Base calculation, crop inventory must satisfy each of the following criteria (in each case, subject to the Administrative Agent's Permitted Discretion to modify such criteria):

(i) such inventory consists of harvested grain, including corn, soybeans, and specialty grains (but excluding growing crops, crops in transit that are not covered by warehouse receipts or bills of lading, and crops stored at third-party locations that are not subject to acceptable collateral access arrangements);

(ii) such inventory is owned by the Borrower or GGS, free and clear of all Liens other than Permitted Liens and Liens in favor of the Collateral Agent under the Security Documents;

(iii) such inventory is stored in owned or leased grain elevator facilities of the Borrower or GGS, and such facilities are identified on Schedule 4.01(s) (or have been subsequently approved by the Administrative Agent in writing);

(iv) such inventory is covered by Crop Insurance in amounts and with coverages satisfying the requirements of Section 5.06 and Schedule 5.06;

DRAFT —   — PRIVILEGED AND CONFIDENTIAL
CREDIT AGREEMENT
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Prepared by:
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CREDIT AGREEMENT
THIS CREDIT AGREEMENT (this "Agreement") is dated as of [●], 2022, and is entered into by and among:
(1) GREENFIELD AGRICULTURAL PARTNERS LLC, an Iowa limited liability company (the "Borrower"), with its principal place of business and headquarters located at 4100 Grand Prairie Boulevard, Suite 300, Des Moines, Iowa 50309;
(2) GREENFIELD HOLDINGS CORP., a Delaware corporation ("Holdings"), in its capacity as Parent Guarantor;
(3) GREENFIELD GRAIN STORAGE LLC, an Iowa limited liability company ("GGS"), in its capacity as a Subsidiary Guarantor;
(4) GREENFIELD CROP INPUTS INC., an Illinois corporation ("GCI"), in its capacity as a Subsidiary Guarantor;
(5) The several banks and other financial institutions and lenders from time to time party hereto (each, a "Lender" and, collectively, the "Lenders"); and
(6) HEARTLAND COMMERCE BANK, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States ("HCB"), with its principal office located at 200 South Wacker Drive, 40th Floor, Chicago, Illinois 60606, in its capacities as Administrative Agent for the Lenders, Collateral Agent for the Secured Parties, Sole Lead Arranger, Sole Bookrunner, and Issuing Bank.
RECITALS
WHEREAS, the Borrower has requested that the Lenders make available to the Borrower a senior secured asset-based revolving credit facility in the aggregate principal amount of Eighty Million Dollars ($80,000,000) (the "Facility"), subject to borrowing base limitations and the other terms and conditions set forth herein;
WHEREAS, the Lenders are willing to make such Facility available to the Borrower on the terms and conditions set forth in this Agreement and the other Loan Documents;
WHEREAS, the Facility will be secured by first-priority liens and security interests on substantially all assets of the Borrower and the Guarantors, as more fully described in the Security Documents;
WHEREAS, the proceeds of the Facility will be used to (i) refinance and repay in full the existing revolving credit facility in the aggregate principal amount of Fifty-Five Million Dollars ($55,000,000) with Prairie National Bank, National Association ("PNB"), pursuant to the Existing Credit Agreement, (ii) fund the Borrower's seasonal working capital needs, and (iii) provide for general corporate purposes of the Borrower and its Subsidiaries; and
WHEREAS, each Guarantor has agreed to guarantee the obligations of the Borrower under this Agreement and the other Loan Documents, and to grant liens and security interests in its assets to secure such guaranty;
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I — DEFINITIONS AND INTERPRETATION
Section 1.01 — Defined Terms
As used in this Agreement, the following terms shall have the meanings set forth below:
"Accounts Receivable" means all accounts (as defined in the UCC), payment intangibles, and rights to payment arising from the Borrower's or any Subsidiary Guarantor's sale of goods or services in the ordinary course of business, including any right of the Borrower or any Subsidiary Guarantor to payment for goods sold, leased, licensed, assigned, or otherwise disposed of, or for services rendered, whether or not earned by performance, and all rights in any merchandise or goods which any of the same may represent, and all rights in returned or repossessed goods.
"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 any successor administrative agent appointed in accordance with Section 9.05.
"Affiliate" means, with respect to any Person, any other Person that directly or indirectly Controls, is Controlled by, or is under common Control with, such Person. For purposes of this definition, "Control" (including the correlative terms "Controlling," "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 or policies of a Person, whether through the ownership of voting Equity Interests, by contract, or otherwise.
"Aggregate Commitment" means the aggregate amount of the Commitments of all Lenders, which as of the Closing Date shall be Eighty Million Dollars ($80,000,000), as such amount may be reduced from time to time in accordance with the terms of this Agreement.
"Agreement" has the meaning assigned to such term in the preamble hereto.
"Anti-Corruption Laws" means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery, corruption, or similar offenses, including the United States Foreign Corrupt Practices Act of 1977, as amended.
"Applicable Margin" means, with respect to any Revolving Loan, the applicable percentage per annum determined in accordance with the pricing grid set forth in Section 2.08(b). The initial Applicable Margin from the Closing Date through the end of the first full calendar quarter ending after the Closing Date shall be determined based on the pricing level corresponding to Tier II (SOFR + 2.25%) unless the Administrative Agent determines in its reasonable discretion that Tier I pricing is appropriate based on the initial Borrowing Base Certificate.
"Assignment and Assumption" means an assignment and assumption agreement entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 11.04), and accepted by the Administrative Agent, in substantially the form of Exhibit D or any other form approved by the Administrative Agent.
"Availability Reserves" means, as of any date of determination, such reserves as the Administrative Agent may from time to time establish and revise in its Permitted Discretion, reducing the amount of Revolving Loans and Letters of Credit that would otherwise be available to the Borrower under the Borrowing Base. Without limiting the generality of the foregoing, Availability Reserves may include reserves for rent (at locations where landlord waivers have not been obtained or are deemed insufficient), dilution (based on historical dilution rates), commodity price volatility (including basis risk), environmental liabilities, incomplete insurance coverage, outstanding customs and duty obligations, and other matters that the Administrative Agent determines in its Permitted Discretion may adversely affect the value of or ability to realize upon the Collateral. The initial Availability Reserve on the Closing Date shall be the Initial Availability Reserve Amount. 
"Beneficial Ownership Certification" means a certification regarding beneficial ownership of the Borrower and each Guarantor as required by the Beneficial Ownership Regulation.
"Beneficial Ownership Regulation" means 31 C.F.R. § 1010.230, as amended from time to time.
"Benchmark" means, initially, the Term SOFR Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Rate, then "Benchmark" means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 1.05.
"Benchmark Replacement" means, with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date: (a) the sum of (i) the Daily Simple SOFR and (ii) the related Benchmark Replacement Adjustment; or (b) the sum of (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark, giving due consideration to any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for dollar-denominated syndicated credit facilities at such time, and (ii) the related Benchmark Replacement Adjustment.
"Benchmark Replacement Adjustment" means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), that has been selected by the Administrative Agent and the Borrower, giving due consideration to any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities at such time.
"Benchmark Replacement Conforming Changes" means, with respect to any Benchmark Replacement, any technical, administrative, or operational changes (including changes to the definition of "Business Day," the definition of "Interest Period," timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative, or operational matters) that the Administrative Agent decides in its reasonable discretion may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).
"Benchmark Replacement Date" means, with respect to any Benchmark, the earliest to occur of the following events with respect to such then-current Benchmark: (a) in the case of clause (a) or (b) of the definition of "Benchmark Transition Event," the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all available tenors of such Benchmark (or such component thereof); or (b) in the case of clause (c) of the definition of "Benchmark Transition Event," the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any available tenor of such Benchmark (or such component thereof) continues to be provided on such date.
"Benchmark Transition Event" means the occurrence of one or more of the following events with respect to the then-current Benchmark: (a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all available tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any available tenor of such Benchmark (or such component thereof); (b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component), or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all available tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any available tenor of such Benchmark (or such component thereof); or (c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all available tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.
"Borrower" has the meaning assigned to such term in the preamble hereto.
"Borrowing Base" has the meaning assigned to such term in Section 2.01(b).
"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, setting forth a computation of the Borrowing Base as of the date specified therein.
"Borrowing Request" means a request by the Borrower for a Revolving Loan in substantially the form of Exhibit A hereto, or in such other form as may be approved by the Administrative Agent, including any request made by telephonic notice followed by written confirmation.
"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 or other governmental action to close.
"Capital Expenditures" means, for any period, expenditures (including the principal portion of payments under capital leases) made by the Borrower and its Subsidiaries during such period that would be classified as capital expenditures in accordance with GAAP.
"Cash Dominion Period" means a Trigger Period during which the Administrative Agent has exercised its rights to require the sweep of collections under Section 2.04(d).
"Change of Control" means the occurrence of any of the following: (a) the Lindstrom Family Trust shall cease to own, directly or indirectly, beneficially and of record, at least fifty-one percent (51%) of the issued and outstanding Equity Interests in Holdings on a fully diluted basis; (b) Holdings shall cease to own, directly or indirectly, beneficially and of record, one hundred percent (100%) of the issued and outstanding Equity Interests in the Borrower; or (c) the Borrower shall cease to own, directly or indirectly, beneficially and of record, one hundred percent (100%) of the issued and outstanding Equity Interests in GGS or GCI.
"Closing Date" means the date on which all of the conditions precedent set forth in Section 3.01 have been satisfied or waived in accordance with this Agreement.
"Collateral" means all property and assets of the Loan Parties, whether real, personal, or mixed, tangible or intangible, now owned or hereafter acquired, that are or are intended to be subject to the Liens created by the Security Documents, including all property described in the Security Agreement, the Pledge Agreement, the Mortgages, the DACAs, and the Assignment of Insurance.
"Collateral Agent" means Heartland Commerce Bank, National Association, in its capacity as collateral agent for the Secured Parties under this Agreement and the other Loan Documents, and any successor collateral agent appointed in accordance with Section 9.05.
"Commitment" means, with respect to each Lender, the amount set forth opposite such Lender's name on Schedule 2.01 under the heading "Commitment," or, if such Lender has entered into one or more Assignment and Assumptions, the amount set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 11.04, as such amount may be adjusted from time to time in accordance with this Agreement. As of the Closing Date, the Commitments of the Lenders are as follows:
"Commodity Exchange Act" means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.
"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 computing such consolidated net income: (i) interest expense, (ii) income tax expense, (iii) depreciation and amortization, (iv) non-cash charges and losses (excluding any non-cash charge to the extent it represents an accrual of or reserve for cash expenditures in any future period), and (v) extraordinary or non-recurring losses and charges approved by the Administrative Agent, minus (b) the following to the extent included in computing such consolidated net income: (i) interest income, (ii) extraordinary or non-recurring gains, and (iii) non-cash gains (excluding any non-cash gain to the extent it relates to the reversal of an accrual or reserve for a cash item in a prior period); all as determined in accordance with GAAP on a consolidated basis.
"Crop Insurance" means insurance covering loss of or damage to growing or harvested crops, including multi-peril crop insurance, crop-hail insurance, and revenue protection insurance, in each case issued by insurers with an AM Best rating of A- or better (or by the Federal Crop Insurance Corporation or its authorized agents), in amounts and with coverages consistent with the requirements of Section 5.06 and Schedule 5.06.
"DACA" or "Deposit Account Control Agreement" means a deposit account control agreement among the applicable Loan Party, the depository bank, and the Collateral Agent, in substantially the form of Exhibit H hereto or in such other form as may be acceptable to the Administrative Agent in its reasonable discretion, providing the Collateral Agent with "control" (as defined in Section 9-104 of the UCC) over the applicable deposit account.
"Daily Simple SOFR" means, for any day, SOFR, with the conventions for this rate (which may include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate recommended by the Federal Reserve Bank of New York, as determined by the Administrative Agent in its reasonable discretion.
"Default" means any event, act, condition, or occurrence that, with the giving of notice, the passage of time, or both, would constitute an Event of Default under Article VIII.
"Default Rate" has the meaning assigned to such term in Section 2.08(a).
"Eligible Accounts Receivable" means Accounts Receivable of the Borrower and the Subsidiary Guarantors that satisfy each of the eligibility criteria set forth in Section 2.01(c). The Administrative Agent may, in its Permitted Discretion, change the eligibility criteria for Eligible Accounts Receivable from time to time.
"Eligible Crop Inventory" means harvested grain (including corn, soybeans, and specialty grains) owned by the Borrower or GGS that satisfies each of the eligibility criteria set forth in Section 2.01(d). The Administrative Agent may, in its Permitted Discretion, change the eligibility criteria for Eligible Crop Inventory from time to time.
"Eligible Crop-Input Inventory" means seed, fertilizer, and crop protection chemicals held for sale or distribution by the Borrower or GCI that satisfies each of the eligibility criteria set forth in Section 2.01(e). The Administrative Agent may, in its Permitted Discretion, change the eligibility criteria for Eligible Crop-Input Inventory from time to time.
"Eligible Warehouse Receipts" means warehouse receipts satisfying each of the eligibility criteria set forth in Section 2.01(f). The Administrative Agent may, in its Permitted Discretion, change the eligibility criteria for Eligible Warehouse Receipts from time to time.
"Environmental Laws" means all federal, state, and local laws, rules, regulations, ordinances, and orders relating to pollution, the protection of the environment, or human health and safety (as it relates to exposure to hazardous or toxic materials), including the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (42 U.S.C. § 9601 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Clean Water Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), and analogous state and local laws and regulations.
"Equity Interests" means, with respect to any Person, all shares, membership interests, partnership interests, limited liability company interests, capital stock, or other ownership or profit interests of or in such Person, and all options, warrants, and other rights to acquire any of the foregoing.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time.
"ERISA Affiliate" means any trade or business (whether or not incorporated) that, together with the Borrower or any Subsidiary, is treated as a single employer under Section 414(b) or (c) of the Internal Revenue Code, or, solely for purposes of Section 302 of ERISA and Section 412 of the Internal Revenue Code, is treated as a single employer under Section 414 of the Internal Revenue Code.
"ERISA Event" means (a) the occurrence of a reportable event (as defined in Section 4043(c) of ERISA) with respect to any Plan; (b) the application for a minimum funding waiver with respect to any Plan; (c) the existence of an "accumulated funding deficiency" (as defined in Section 412 of the Internal Revenue Code or Section 302 of ERISA), whether or not waived; (d) the filing pursuant to Section 4041(c) of ERISA of a notice of intent to terminate any Plan; (e) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (f) the incurrence by the Borrower or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan; (g) the receipt by the Borrower or any ERISA Affiliate from a Multiemployer Plan of a notification of withdrawal liability or of a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization; or (h) the occurrence of any other event or condition with respect to a Plan that could reasonably be expected to result in material liability to the Borrower or its Subsidiaries.
"Event of Default" has the meaning assigned to such term in Section 8.01.
"Excess Availability" means, at any time of determination, the amount equal to the lesser of (a) the Aggregate Commitment and (b) the Borrowing Base at such time, minus the sum of (i) the aggregate principal amount of all outstanding Revolving Loans at such time plus (ii) the aggregate amount of all LC Obligations at such time. For the avoidance of doubt, Excess Availability shall not be less than zero.
"Excluded Taxes" means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof), or (ii) that are Other Connection Taxes; (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.12, amounts with respect to such Taxes were payable either to such Lender's assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office; (c) Taxes attributable to such Recipient's failure to comply with Section 2.12; and (d) any U.S. federal withholding Taxes imposed under FATCA.
"Existing Credit Agreement" means that certain Revolving Credit Agreement, dated as of April 1, 2018 (as amended by that certain First Amendment to Revolving Credit Agreement, dated as of October 15, 2019, and as further amended by that certain Second Amendment to Revolving Credit Agreement, dated as of March 1, 2021), by and between the Borrower and Prairie National Bank, National Association, as lender.
"FATCA" means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, and any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code, and any intergovernmental agreement implementing the foregoing.
"Federal Reserve Board" means the Board of Governors of the Federal Reserve System of the United States.
"Field Examination" means an examination and appraisal of the Collateral (including the accounts receivable, inventory, warehouse receipts, and other Borrowing Base assets) conducted by a field examiner acceptable to the Administrative Agent (as of the date hereof, Pryor & Associates LLC, of Chicago, Illinois), including a review of the Borrower's and each Guarantor's books, records, accounting procedures, internal controls, and operational systems.
"Fixed Charge Coverage Ratio" or "FCCR" means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the trailing twelve-month period ending on the last day of the most recently completed fiscal quarter, minus unfinanced Capital Expenditures made during such period, minus cash taxes actually paid during such period, to (b) Fixed Charges for such period.
"Fixed Charges" means, for any period, the sum (without duplication) of (a) scheduled payments of principal on Indebtedness (excluding any payments on the Revolving Loans), (b) interest paid or payable in cash on all Indebtedness (including the interest component of capital lease obligations), (c) all Restricted Payments actually made during such period (other than tax distributions), and (d) scheduled payments under capital leases.
"GAAP" means generally accepted accounting principles in the United States, as in effect from time to time; provided that, for purposes of determining compliance with the financial covenants set forth in Article VII, GAAP shall be determined on the basis of such principles as in effect on the Closing Date, applied consistently with those used in preparing the financial statements referred to in Section 4.01(e) (i.e., frozen GAAP).
"Governmental Authority" means any federal, state, local, or foreign government, political subdivision, governmental or regulatory agency, instrumentality, authority, body, or commission, or any court, tribunal, or judicial or arbitral body of competent jurisdiction.
"Guarantors" means, collectively, Holdings (in its capacity as Parent Guarantor), GGS (in its capacity as Subsidiary Guarantor), and GCI (in its capacity as Subsidiary Guarantor), and "Guarantor" means any one of them.
"Guaranty" means that certain Guaranty Agreement, dated as of the Closing Date, executed by each Guarantor in favor of the Administrative Agent for the benefit of the Secured Parties, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Hazardous Materials" means all explosive, radioactive, hazardous, or toxic substances, wastes, or materials (including petroleum and petroleum-derived products, asbestos, asbestos-containing materials, urea formaldehyde foam insulation, polychlorinated biphenyls, radon gas, and per- and polyfluoroalkyl substances), and all substances defined as or included in the definition of "hazardous substances," "hazardous wastes," "hazardous materials," "extremely hazardous wastes," "restricted hazardous wastes," "toxic substances," "toxic pollutants," "contaminants," or "pollutants," or words of similar import, under any applicable Environmental Law.
"Holdings" has the meaning assigned to such term in the preamble hereto.
"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); (e) all obligations of such Person as lessee under capital leases; (f) all obligations, contingent or otherwise, of such Person in respect of letters of credit, bankers' acceptances, bank guaranties, surety bonds, and similar instruments; (g) all Indebtedness of other Persons secured by a Lien on property owned or being acquired by such Person (whether or not such Indebtedness shall have been assumed by such Person); (h) all Indebtedness of other Persons guaranteed by such Person; and (i) all net obligations of such Person in respect of Hedging Obligations.
"Indemnified Taxes" means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document, and (b) to the extent not otherwise described in clause (a), Other Taxes.
"Initial Availability Reserve Amount" means the amount set forth on Schedule 1.01(a), which as of the Closing Date is    
"Interest Period" means, with respect to any SOFR Loan, the period commencing on the date such SOFR Loan is made or continued as, or converted to, a SOFR Loan and ending on the numerically corresponding day in the calendar month that is one (1), three (3), or six (6) months thereafter (in each case, subject to availability), as selected by the Borrower in its Borrowing Request; provided that (a) if any Interest Period would end on a day other than 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; and (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 calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period.
"Internal Revenue Code" means the Internal Revenue Code of 1986, as amended from time to time.
"Issuing Bank" means HCB, in its capacity as issuer of Letters of Credit under this Agreement.
"LC Obligations" 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 drawings under Letters of Credit that have not yet been reimbursed by the Borrower at such time.
"Lender" and "Lenders" have the meanings assigned to such terms in the preamble hereto.
"Letter of Credit" or "LC" means a letter of credit issued by the Issuing Bank for the account of the Borrower pursuant to Section 2.03.
"Lien" means any mortgage, deed of trust, pledge, hypothecation, assignment for security, security interest, charge, encumbrance, lien (statutory or other), or other security arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement under the UCC or comparable law of any jurisdiction).
"Loan Documents" means, collectively, this Agreement, the Guaranty, the Security Agreement, the Pledge Agreement, the Mortgages, the DACAs, the Assignment of Insurance, each Borrowing Base Certificate, each Compliance Certificate, each Borrowing Request, the Notes (if any), and each other document, instrument, agreement, or certificate delivered by any Loan Party in connection with this Agreement or the transactions contemplated hereby, in each case as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Loan Parties" means, collectively, the Borrower and the Guarantors, and "Loan Party" means any one of them.
"Material Adverse Change" or "MAC" means any event, development, circumstance, condition, change, effect, or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (a) the business, operations, assets, liabilities (actual or contingent), condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, (b) the ability of any Loan Party to perform any of its material obligations under any Loan Document, (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.  
"Material Contract" means any contract or agreement to which any Loan Party is a party (other than the Loan Documents) involving obligations of, or payments to, any Loan Party in excess of Two Million Dollars ($2,000,000) annually.
"Maturity Date" means the date that is four (4) years from the Closing Date, or such earlier date on which all Commitments have been terminated or the Obligations have been accelerated in accordance with the terms hereof.
"Meridian" or "MACC" means Meridian Agricultural Credit Corporation.
"Minimum Excess Availability" means Five Million Dollars ($5,000,000).
"Mortgaged Properties" means the real properties described on Schedule 4.01(s) hereto, comprising fourteen (14) grain elevator sites and three (3) distribution centers, together with all improvements, fixtures, and appurtenances thereto, having an aggregate appraised value of approximately Sixty-Four Million Eight Hundred Thousand Dollars ($64,800,000) as determined by the most recent appraisal.
"Mortgages" means the mortgages, deeds of trust, or deeds to secure debt (in Iowa and Illinois statutory forms) delivered by the Loan Parties to the Collateral Agent, granting first-priority Liens on the Mortgaged Properties to secure the Obligations, as the same 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.
"NOLV" means net orderly liquidation value, as determined by the most recent Field Examination and appraisal of the applicable Collateral conducted by Pryor & Associates LLC or another appraisal firm acceptable to the Administrative Agent.
"Notes" means any promissory notes issued by the Borrower to a Lender pursuant to Section 2.07, in substantially the form of Exhibit E hereto.
"Obligations" means all present and future indebtedness, obligations, and liabilities of the Loan Parties (or any of them) to the Secured Parties (or any of them) arising under, in connection with, or related to this Agreement or any other Loan Document, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all principal, interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership, or other similar proceeding, regardless of whether allowed or allowable in such proceeding), fees, charges, expenses, indemnification obligations, and other amounts payable by any Loan Party under any Loan Document, and all obligations arising under any Hedging Obligation owed to a Lender or an Affiliate of a Lender that is a Secured Party.
"Officer's Certificate" means a certificate in substantially the form of Exhibit G hereto, duly executed by an authorized officer of the Borrower.
"Patriot Act" means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56), as amended from time to time.
"PBGC" means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.
"Permitted Acquisition" means any acquisition by the Borrower or any Subsidiary of all or substantially all of the assets of, or all of the Equity Interests in, another Person, or any division or line of business of another Person, so long as (a) no Default or Event of Default exists at the time of or would result from such acquisition; (b) the aggregate consideration (including assumed Indebtedness and deferred purchase price) for all such acquisitions in any fiscal year does not exceed Five Million Dollars ($5,000,000); (c) the Borrower shall have delivered to the Administrative Agent pro forma financial statements demonstrating compliance with all financial covenants; (d) pro forma Excess Availability (after giving effect to such acquisition) shall be not less than fifteen percent (15%) of the Borrowing Base; (e) the acquired assets or Person is in a line of business reasonably related to the business of the Borrower and its Subsidiaries; and (f) such other conditions as the Administrative Agent may reasonably require.
"Permitted Discretion" means a determination made by the Administrative Agent in good faith and in a commercially reasonable manner, exercising discretion customarily exercised by administrative agents in comparable   transactions for similarly situated borrowers in the agricultural sector. 
"Permitted Indebtedness" has the meaning assigned to such term in Section 6.01.
"Permitted Liens" has the meaning assigned to such term in Section 6.02.
"Person" means any individual, corporation, limited liability company, partnership, joint venture, 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 maintained or contributed to by the Borrower or any ERISA Affiliate.
"Pledge Agreement" means that certain Pledge Agreement, dated as of the Closing Date, executed by Holdings and the Borrower in favor of the Collateral Agent for the benefit of the Secured Parties, pledging one hundred percent (100%) of the Equity Interests in the Borrower, GGS, and GCI, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Prairie National Bank Payoff" means the payment in full and termination of all obligations of the Borrower under the Existing Credit Agreement and the release and discharge of all Liens securing such obligations, including the termination of all UCC financing statements filed by or on behalf of Prairie National Bank, National Association (including Iowa Secretary of State Filing Nos. 2018-0041729 and 2018-0041730), and the release and satisfaction of all mortgages recorded in favor of Prairie National Bank, National Association in Polk County, Iowa, McLean County, Illinois, and eight (8) additional Iowa counties, and the delivery to the Administrative Agent of evidence reasonably satisfactory to the Administrative Agent of such payment, termination, release, and discharge.
"Pro Rata Share" means, with respect to each Lender at any time, the percentage obtained by dividing (a) such Lender's Commitment at such time by (b) the Aggregate Commitment at such time. The initial Pro Rata Shares of the Lenders are set forth on Schedule 2.01.
"Recipient" means (a) the Administrative Agent, (b) any Lender, and (c) the Issuing Bank, as applicable.
"Required Lenders" means, at any time, Lenders having Commitments representing more than fifty percent (50%) of the Total Commitments at such time; provided that, if the Commitments have been terminated, "Required Lenders" means Lenders holding more than fifty percent (50%) of the aggregate outstanding principal amount of the Revolving Loans and LC Obligations at such time.
"Restricted Payment" means any dividend, distribution, or other payment (whether in cash, securities, or other property) on account of any Equity Interest in the Borrower or Holdings, or any payment or prepayment of principal, interest, or premium on, or redemption, purchase, retirement, defeasance, or other acquisition for value of, any Indebtedness of the Borrower that is subordinated to the Obligations.
"Revolving Loans" means the revolving credit loans made by the Lenders to the Borrower pursuant to Section 2.01(a).
"Sanctions" means any sanctions administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control, the U.S. Department of State, the United Nations Security Council, the European Union, or any other relevant sanctions authority.
"Secured Parties" means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the Issuing Bank, and each other Person to whom any Obligation is owing.
"Security Agreement" means that certain Security Agreement, dated as of the Closing Date, executed by the Loan Parties in favor of the Collateral Agent for the benefit of the Secured Parties, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Security Documents" means, collectively, the Security Agreement, the Pledge Agreement, the Mortgages, the DACAs, the Assignment of Insurance, and each other document or instrument pursuant to which any Lien is granted by any Loan Party to secure the Obligations.
"SOFR" means the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or any successor administrator).
"SOFR Floor" means a rate of interest per annum equal to zero and 50/100 percent (0.50%).
"SOFR Loan" means a Revolving Loan that bears interest based on the Term SOFR Rate.
"Subsidiary" means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture, or other entity of which such Person (a) beneficially owns, directly or indirectly, more than fifty percent (50%) of (i) the total combined voting power of all classes of voting securities of such entity, (ii) the total combined equity interests, or (iii) the capital or profit interests, in the case of a partnership, or (b) otherwise has the power to vote, or to direct the voting of, sufficient Equity Interests to elect a majority of the directors, managers, or trustees (or other Persons performing similar functions) thereof.
"Tallgrass" means Tallgrass Capital Fund II, LP.
"Taxes" means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees, or other charges imposed by any Governmental Authority, including any interest, additions to tax, or penalties applicable thereto.
"Term SOFR Rate" means, for any Interest Period, the forward-looking term rate based on SOFR that has been selected or recommended by the Federal Reserve Bank of New York or a committee officially endorsed or convened by the Federal Reserve Bank of New York, or any successor thereto, as determined by the Administrative Agent; provided that the Term SOFR Rate shall not be less than the SOFR Floor.
"Total Commitments" means the aggregate amount of the Commitments of all Lenders, which as of the Closing Date is Eighty Million Dollars ($80,000,000).
"Trigger Period" means any period commencing on any date on which 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 first date thereafter on which Excess Availability has equaled or exceeded the greater of (a) twelve and one-half percent (12.5%) of the Borrowing Base and (b) Ten Million Dollars ($10,000,000) for thirty (30) consecutive days.
"UCC" means the Uniform Commercial Code as in effect from time to time in the State of Illinois or, when the context requires, the Uniform Commercial Code as in effect from time to time in any other applicable jurisdiction.
Section 1.02 — Accounting Terms and GAAP
(a) Except as otherwise expressly provided herein, all financial statements to be delivered pursuant to this Agreement shall be prepared, and all accounting terms used herein shall be construed, in accordance with GAAP.
(b) Notwithstanding anything to the contrary herein, for purposes of determining compliance with the financial covenants contained in Article VII, all accounting terms shall be construed and all accounting determinations shall be made in accordance with GAAP as in effect on the Closing Date, applied on a basis consistent with the preparation of the audited financial statements of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2021, as prepared by Ashford, Kline & Pearce LLP (the "frozen GAAP" concept). 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, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) 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 1.03 — Rules of Interpretation
(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The word "will" shall be construed to have the same meaning and effect as the word "shall." Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument, or other document herein shall be construed as referring to such agreement, instrument, or other document as from time to time amended, restated, supplemented, or otherwise modified (subject to any restrictions on such amendments, restatements, supplements, or modifications set forth herein); (ii) any reference herein to any Person shall be construed to include such Person's successors and permitted assigns; (iii) the words "herein," "hereof," and "hereunder," and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof; (iv) all references herein to Articles, Sections, Exhibits, and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement; and (v) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights.
(b) In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each mean "to but excluding"; provided that, with respect to a computation of fees or interest payable to the Administrative Agent or any Lender, the word "to" means "to and including."
(c) Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Agreement.
(d) Except as otherwise specified herein, whenever any action is required to be taken on or by a date that is not a Business Day, such action shall instead be taken on or by the next succeeding Business Day (except that, with respect to actions relating to SOFR Loans, if such next succeeding Business Day falls in the next calendar month, such action shall be taken on the immediately preceding Business Day).
Section 1.04 — UCC Terms
Unless otherwise defined herein, terms used herein that are defined in the UCC as in effect in the State of Illinois shall have the meanings given to such terms in the UCC. Without limiting the foregoing, the terms "account," "chattel paper," "commercial tort claim," "deposit account," "document," "equipment," "general intangible," "goods," "instrument," "inventory," "investment property," "letter-of-credit right," "payment intangible," "proceeds," "software," and "supporting obligation" shall have the respective meanings assigned to them in Article 9 of the UCC.
Section 1.05 — SOFR Provisions
(a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event occurs, the Administrative Agent and the Borrower may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will 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 so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders.
(b) Benchmark Replacement 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.
(c) 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. Any determination, decision, or election that may be made by the Administrative Agent or, if specified, by the Required Lenders, pursuant to this Section 1.05, 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 1.05.
(d) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion, or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of "Interest Period" for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor; and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement), or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of "Interest Period" for all Benchmark settings at or after such time to reinstate such previously removed tenor.
ARTICLE II — THE REVOLVING CREDIT FACILITY
Section 2.01 — Revolving Commitments and Borrowing Base
(a) Revolving Commitments. Subject to the terms and conditions set forth herein, each Lender severally agrees to make revolving credit loans (each, a "Revolving Loan") to the Borrower from time to time during the period from and including the Closing Date to but excluding the Maturity Date, in an aggregate principal amount at any one time outstanding not to exceed such Lender's Pro Rata Share of the lesser of (i) the Aggregate Commitment and (ii) the Borrowing Base at such time; provided that, after giving effect to any borrowing, the aggregate outstanding principal amount of all Revolving Loans plus the aggregate amount of all LC Obligations shall not exceed the lesser of (x) the Aggregate Commitment (Eighty Million Dollars ($80,000,000)) and (y) the Borrowing Base at such time. Within the foregoing limits and subject to the terms and conditions hereof, the Borrower may borrow, repay, and reborrow Revolving Loans.
(b) Borrowing Base. The "Borrowing Base" shall mean, at any time of determination, an amount equal to the sum of:
(i) eighty-five percent (85%) of Eligible Accounts Receivable at such time; plus
(ii) sixty-five percent (65%) of the NOLV of Eligible Crop Inventory at such time; plus
(iii) seventy percent (70%) of the lower of cost or   of Eligible Crop-Input Inventory at such time; plus
(iv) eighty percent (80%) of the market value (valued at the Chicago Board of Trade ("CBOT") settlement price , less the applicable basis for the relevant delivery point and grade ) of Eligible Warehouse Receipts at such time; minus
(v) Availability Reserves at such time.
At no time shall the aggregate outstanding principal amount of all Revolving Loans plus the aggregate amount of all LC Obligations exceed the lesser of (x) the Aggregate Commitment and (y) the Borrowing Base. In the event that the aggregate outstanding Revolving Loans plus LC Obligations exceed the lesser of the Aggregate Commitment and the Borrowing Base at any time (an "Overadvance"), the Borrower shall repay such excess in accordance with Section 2.04(b).
(c) Eligible Accounts Receivable Criteria. In order to qualify as "Eligible Accounts Receivable" for purposes of the Borrowing Base calculation, an Account Receivable must satisfy each of the following criteria (in each case, subject to the Administrative Agent's Permitted Discretion to modify such criteria):
(i) such Account Receivable is not more than sixty (60) days past the original invoice date (or such earlier date as the Administrative Agent may determine in its Permitted Discretion);
(ii) the obligor on such Account Receivable is not the subject of any insolvency, bankruptcy, reorganization, receivership, or similar proceeding, and has not made an assignment for the benefit of creditors, suspended normal business operations, dissolved, liquidated, or ceased to exist;
(iii) such Account Receivable is not subject to any setoff, counterclaim, defense, dispute, or credit (including any volume discount, trade discount, or similar adjustment), except to the extent of any reserve established by the Administrative Agent;
(iv) the obligor on such Account Receivable is located in, and organized or incorporated under the laws of, the United States (or, with respect to any foreign obligor, such obligor has provided a letter of credit or other credit enhancement acceptable to the Administrative Agent);
(v) such Account Receivable does not arise from a sale or transaction with an Affiliate of the Borrower or any Guarantor (a "related party receivable");
(vi) such Account Receivable is not subject to any Lien other than Permitted Liens and Liens in favor of the Collateral Agent under the Security Documents;
(vii) such Account Receivable does not cause the aggregate amount of Eligible Accounts Receivable from any single obligor (together with its Affiliates) to exceed fifteen percent (15%) of the total Eligible Accounts Receivable (the "single-obligor concentration limit"), unless otherwise approved in writing by the Administrative Agent (any Accounts Receivable in excess of such concentration limit shall be excluded from Eligible Accounts Receivable);
(viii) if more than twenty-five percent (25%) of the aggregate dollar amount of all Accounts Receivable owing from any single obligor (together with its Affiliates) are ineligible (whether by reason of aging, dispute, or any other criterion), then all Accounts Receivable from such obligor shall be excluded from Eligible Accounts Receivable (the "cross-aging exclusion");
(ix) the obligor on such Account Receivable is not the United States government or any agency or instrumentality thereof, unless the Borrower has complied with the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.);
(x) such Account Receivable is denominated and payable in United States Dollars;
(xi) such Account Receivable is evidenced by an invoice rendered in the ordinary course of business and arises from a bona fide, completed transaction;
(xii) such Account Receivable is not subject to any contra relationship, right of recoupment, or net-out arrangement with the obligor thereon; and
(xiii) such Account Receivable satisfies such other eligibility criteria as the Administrative Agent may establish from time to time in its Permitted Discretion.
(d) Eligible Crop Inventory Criteria. In order to qualify as "Eligible Crop Inventory" for purposes of the Borrowing Base calculation, crop inventory must satisfy each of the following criteria (in each case, subject to the Administrative Agent's Permitted Discretion to modify such criteria):
(i) such inventory consists of harvested grain, including corn, soybeans, and specialty grains (but excluding growing crops, crops in transit that are not covered by warehouse receipts or bills of lading, and crops stored at third-party locations that are not subject to acceptable collateral access arrangements);
(ii) such inventory is owned by the Borrower or GGS, free and clear of all Liens other than Permitted Liens and Liens in favor of the Collateral Agent under the Security Documents;
(iii) such inventory is stored in owned or leased grain elevator facilities of the Borrower or GGS, and such facilities are identified on Schedule 4.01(s) (or have been subsequently approved by the Administrative Agent in writing);
(iv) such inventory is covered by Crop Insurance in amounts and with coverages satisfying the requirements of Section 5.06 and Schedule 5.06;

DRAFT — — PRIVILEGED AND CONFIDENTIAL

CREDIT AGREEMENT

CREDIT AGREEMENT

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