8-K: Andersons, Inc. (2023)

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(EDGAR Online via COMTEX) --April 3, 20230000821026false00008210262023-04-032023-04-03

Check the appropriate box below if the Form 8-K filing is intended tosimultaneously satisfy the filing obligation of the registrant under any of thefollowing provisions:

[?] Written communications pursuant to Rule 425 under the Securities Act (17 CFR230.425)

[?] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)

[?] Pre-commencement communications pursuant to Rule 14d-2(b) under the ExchangeAct (17 CFR 240.14d-2(b))

[?] Pre-commencement communications pursuant to Rule 13e-4(c) under the ExchangeAct (17 CFR 240.13e-4(c)) __________________________________________

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class: Trading Symbol Name of each exchange on which registered:Common stock, $0.00 par value, $0.01 stated ANDE The NASDAQ Stock Market LLC value

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Indicate by check mark whether the registrant is an emerging growth company asdefined in as defined in Rule 405 of the Securities Act of 1933 (230.405 ofthis chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2of this chapter).

[?] Emerging growth company

[?] If an emerging growth company, indicate by check mark if the registrant haselected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of theExchange Act.

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Item 1.01 Entry into a Material Definitive Agreement

On April 3, 2023, The Andersons, Inc. entered into an unsecured Term LoanAgreement (the "Loan Agreement") with Farm Credit Mid-America, PCA, asAdministrative Agent. The Loan Agreement provides for an 8-year loan in theamount of $100 million, approximately half of which is to be used to repaycurrent maturities of long-term debt. The remainder of the proceeds will be usedto pay down a portion of outstanding line of credit borrowings. Payment ofprincipal and interest will be made on a quarterly basis. The Loan Agreementwill bear interest at variable rates, which are based on the Secured OvernightFinancing Rate ("SOFR") plus an applicable spread, subject to the terms andconditions set forth in Exhibit 10.1 herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under anOff-Balance Sheet Arrangement of a RegistrantThe information contained in Item 1.01 is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

Exhibit No. Description

 TERM LOAN AGREEMENT Dated as of April 3, 2023 among THE ANDERSONS, INC., as10.1 the Borrower, FARM CREDIT MID-AMERICA, PCA, as Administrative Agent, and THE LENDERS PARTY HERETO FARM CREDIT MID-AMERICA, PCA, as Sole Lead Arranger and Sole Bookrunner

104 Inline XBRL for the cover page of this Current Report on Form 8-K

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 SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, theregistrant has duly caused this report to be signed on its behalf by theundersigned hereunto duly authorized.

 The Andersons, Inc.

 April 6, 2023 By: /s/ Brian A. Valentine

 Brian A. Valentine Executive Vice President and Chief Financial Officer

 Exhibit 10.1

 TERM LOAN AGREEMENT

 Dated as of April 3, 2023

 among

 THE ANDERSONS, INC., as the Borrower,

 FARM CREDIT MID-AMERICA, PCA, as Administrative Agent,

and

 THE LENDERS PARTY HERETO

 FARM CREDIT MID-AMERICA, PCA, as Sole Lead Arranger and Sole Bookrunner

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ARTICLE I DEFINITIONS AND INTERPRETIVE PROVISIONS 1

1.1 Defined Terms 11.2 Rules of Interpretation 201.3 Accounting 211.4 Times of Day 211.5 Rounding 221.6 Interest Rates 22

ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS 22

2.1 Term Loans 222.2 Borrowings of Loans 222.3 Prepayments 232.4 [Reserved] 232.5 Repayment of Term Loans 242.6 Interest 242.7 Fees 252.8 Computation of Interest and Fees 252.9 Evidence of Debt 252.10 Payments Generally; Administrative Agent's Clawback 252.11 Sharing of Payments by Lenders 272.12 Defaulting Lenders 27

ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY 28

3.1 Taxes 283.2 Illegality 323.3 Inability to Determine Rates 323.4 Increased Costs 343.5 Compensation for Losses 353.6 Mitigation Obligations; Replacement of Lenders 363.7 Survival 37

ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS 37

4.1 Conditions of Effectiveness and Funding 37

ARTICLE V REPRESENTATIONS AND WARRANTIES 39

5.1 Litigation and Proceeds 395.2 Other Agreements 395.3 Licenses, Patents, Copyrights, Trademarks and Trade Names 395.4 Liens 395.5 Location of Assets; Chief Executive Office 395.6 Tax Liabilities 395.7 Indebtedness 405.8 Affiliates 405.9 Environmental Matters 405.10 Existence 405.11 Authority 405.12 Binding Effect 415.13 Correctness of Financial Statements 415.14 Employee Controversies 415.15 Ownership of Properties 415.16 Compliance with Laws and Regulations 415.17 Solvency 415.18 ERISA 41 -i-

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5.19 Margin Regulations 415.20 Investment Company Act Not Applicable 425.21 Full Disclosure 425.22 Intellectual Property 425.23 Survival of Warranties 425.24 No Material Adverse Effect; No Default or Event of Default 425.25 Anti-Corruption Laws; Sanctions 425.26 Affected Financial Institution 435.27 Plan Assets; Prohibited Transactions 43

ARTICLE VI COVENANTS 43

6.1 Financial Reporting and Other Information 436.2 Conduct of Business 456.3 Insurance 456.4 Financial Covenants 456.5 Employee Plans 456.6 Notice of Suit; Adverse Change in Business or Default 466.7 Use of Proceeds 466.8 Books and Records; Inspection 466.9 Sanctions; Anti-Money Laundering Compliance 466.10 Liens 476.11 Merger 476.12 Secured Indebtedness 476.13 Guarantees and Other Contingent Obligations 486.14 Disposition of Property 486.15 Restricted Payments 496.16 Affiliates 496.17 Investments 496.18 Further Assurances 496.19 Farm Credit Equity 50 506.20 Swaps 51

ARTICLE VII DEFAULT AND REMEDIES 51

ARTICLE VIII 53

8.1 Remedies Upon Event of Default 538.2 Application of Funds 53

ARTICLE IX ADMINISTRATIVE AGENT 54

9.1 Appointment and Authority 549.2 Rights as a Lender 549.3 Exculpatory Provisions 549.4 Reliance by Administrative Agent 559.5 Delegation of Duties 559.6 Resignation or Removal of Administrative Agent 569.7 Non-Reliance on Administrative Agent and Other Lenders 579.8 No Other Duties, Etc 579.9 Administrative Agent May File Proofs of Claim 579.10 Guaranty Matters 579.11 Certain ERISA Matters 57

ARTICLE X MISCELLANEOUS 58

10.1 Amendments, Etc 58 -ii-

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10.2 Notices; Effectiveness; Electronic Communications 6010.3 No Waiver; Cumulative Remedies; Enforcement 6210.4 Expenses; Indemnity; Damage Waiver 6210.5 Payments Set Aside 6410.6 Successors and Assigns 6410.7 Treatment of Certain Information; Confidentiality 6810.8 Right of Setoff 6910.9 Survival of Representations and Warranties 6910.10 Independent Effect of Covenants 7010.11 Governing Law; Jurisdiction; Etc 7010.12 WAIVER OF JURY TRIAL 7010.13 Counterparts; Integration; Effectiveness; Electronic Execution 7110.14 No Advisory or Fiduciary Responsibility 7110.15 Severability 7110.16 USA PATRIOT Act 7210.17 Inconsistencies with Other Documents 7210.18 Borrower Rights 72 -iii-

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ANNEX

A Commitments and Applicable Percentages

SCHEDULES

1.1(a) Excluded Subsidiaries1.1(c) Material Subsidiaries5.1 Litigation5.2 Other Agreements5.7 Indebtedness5.8 Affiliates5.9 Environmental Matters5.14 Employee Controversies5.15 Ownership of Properties6.10 Liens6.17 Investments6.18 Guarantors10.6(d) Specified Voting Participants

EXHIBITS

Form of

A Loan NoticeB NoteC Compliance CertificateD Assignment and AssumptionE United States Tax Compliance Certificate

-iv-

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 TERM LOAN AGREEMENT

This TERM LOAN AGREEMENT (this "Agreement") is entered into as of April 3, 2023among THE ANDERSONS, INC., an Ohio corporation (the "Borrower"), each lenderfrom time to time party hereto (each, a "Lender" and, collectively, the"Lenders"), and FARM CREDIT MID-AMERICA, PCA, as Administrative Agent.

The Borrower has requested that the Lenders provide a term loan facility, andthe Lenders have indicated their willingness to provide such term loan facility,in each case, on the terms and subject to the conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, theparties hereto covenant and agree as follows:

 ARTICLE I DEFINITIONS AND INTERPRETIVE PROVISIONS

1.1Defined Terms. As used in this Agreement, the following terms shall have themeanings set forth below:

"Acquisition" means any transaction, or any series of related transactions,consummated on or after the date of this Agreement, by which the Borrower or aConsolidated Subsidiary (i) acquires any going-concern business or all orsubstantially all of the assets of any firm, corporation or limited liabilitycompany, or division thereof, whether through purchase of assets, merger orotherwise or (ii) directly or indirectly acquires (in one transaction or as themost recent transaction in a series of transactions) at least a majority (innumber of votes) of the securities of a corporation that have ordinary votingpower for the election of directors (other than securities having such poweronly by reason of the happening of a contingency) or a majority (by percentageor voting power) of the outstanding ownership interests of a partnership orlimited liability company.

"Adjusted Working Capital" means, as of any date of determination for theBorrower and its Consolidated Subsidiaries, the positive difference, if any, ofcurrent assets minus current liabilities (determined in accordance with GAAP);provided, that each determination of current liabilities (x) shall include theaggregate principal amount of all outstanding loans and advances and issued andoutstanding standby and commercial letters of credit under the Working CapitalFacility Agreement, together with all interest, costs and fees accruing thereonor otherwise payable in connection therewith and (y) shall exclude principal inrespect of the term loans outstanding under the Working Capital FacilityAgreement and revolving loans outstanding under the Working Capital FacilityAgreement the proceeds of which were used to consummate acquisitions, capitalexpenditures or purchases of fixed assets and standby and commercial letters ofcredit issued and outstanding under the Working Capital Facility Agreementsupporting long-term Indebtedness.

"Administrative Agent" means FCMA in its capacity as administrative agent underany of the Loan Documents, or any successor administrative agent.

"Administrative Agent's Office" means the Administrative Agent's address as setforth in Section 10.2, or such other address as the Administrative Agenthereafter may designate by written notice to the Borrower and the Lenders.

"Administrative Questionnaire" means an Administrative Questionnaire insubstantially the form provided by the Administrative Agent to the Lenders, orany other form approved by the Administrative Agent.

"Affected Financial Institution" means (a) any EEA Financial Institution or (b)any UK Financial Institution.

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"Affiliate" means (a) in all cases, with respect to a specified Person, anotherPerson that directly, or indirectly through one or more intermediaries, Controlsor is Controlled by or is under common Control with the Person specified and (b)in addition to the foregoing, with respect to a specified Person (if suchspecified Person is the Borrower or a Consolidated Subsidiary), another Person(i) that directly or beneficially owns or holds twenty-five percent (25%) ormore of any class of the voting Equity Interest of the Borrower or aConsolidated Subsidiary; (ii) twenty-five percent (25%) or more of the votingEquity Interest of which is owned directly or beneficially or held by theBorrower or a Consolidated Subsidiary; or (iii) that is a director, officer,agent or employee of the Borrower or a Consolidated Subsidiary.

"Aggregate Commitments" means the Commitments of all the Lenders.

"Agreement" means this Term Loan Agreement.

"Anti-Corruption Laws" means all Laws of any jurisdiction applicable to theBorrower or its Subsidiaries (including, for the avoidance of doubt, allExcluded Subsidiaries) from time to time concerning or relating to bribery orcorruption.

"Anti-Money Laundering Laws" means all applicable Laws related to terrorismfinancing, money laundering, any predicate crime to money laundering or anyfinancial record keeping, including any applicable provision of the PATRIOT Actand The Currency and Foreign Transactions Reporting Act (also known as the "BankSecrecy Act," 31 U.S.C. 5311-5330 and 12 U.S.C. 1818(s), 1820(b) and1951-1959).

"Applicable Margin" means (a) 1.675% per annum for Term SOFR Loans and (b)0.675% per annum for Base Rate Loans.

"Applicable Percentage" means, with respect to any Lender at any time, thepercentage (carried out to the ninth decimal place) of the sum of the aggregateunused Term Loan Commitments (if any) plus the aggregate outstanding principalamount of all Term Loans represented by the sum of such Lender's unused TermLoan Commitment (if any) at such time plus the aggregate outstanding principalamount of such Lender's Term Loans at such time. The initial ApplicablePercentage of each Lender is set forth opposite the name of such Lender on AnnexA or in the Assignment and Assumption pursuant to which such Lender becomes aparty hereto, as applicable.

"Approved Fund" means any Fund that is administered or managed by (a) a Lender,(b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity thatadministers or manages a Lender.

"Arranger" means FCMA, in its capacity as sole lead arranger and solebookrunner.

"Assignment and Assumption" means an assignment and assumption entered into by aLender and an Eligible Assignee (with the consent of any party whose consent isrequired by Section 10.6(b)), and accepted by the Administrative Agent, insubstantially the form of Exhibit D or any other form approved by theAdministrative Agent.

"Bail-In Action" means the exercise of any Write-Down and Conversion Powers bythe applicable Resolution Authority in respect of any liability of an AffectedFinancial Institution.

"Bail-In Legislation" means, (a) with respect to any EEA Member Countryimplementing Article 55 of Directive 2014/59/EU of the European Parliament andof the Council of the European Union, the implementing law, rule, regulation orrequirement for such EEA Member Country from time to time which is described inthe EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom,Part I of the United Kingdom Banking Act 2009 (as amended from time to time) andany other law, regulation or rule applicable in the United Kingdom relating tothe resolution of unsound or failing banks, investment firms or other financialinstitutions or their affiliates (other than through liquidation, administrationor other insolvency proceedings).

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"Base Rate" means, for any day, a fluctuating rate per annum equal to thehighest of (a) the Prime Rate in effect on the Prime Rate Determination Date,(b) the Federal Funds Rate in effect on such day plus 0.50%, (c) Term SOFR plus1.00% and (d) 1.00%; provided that clause (c) shall not be applicable during anyperiod in which Term SOFR is unavailable or unascertainable. Any change in anyof the foregoing rates shall take effect at the opening of business on theeffective day of such change.

"Base Rate Loan" means any Loan that bears interest based on the Base Rate.

"Beneficial Ownership Certification" means a certification regarding beneficialownership required by the Beneficial Ownership Regulation.

"Beneficial Ownership Regulation" means 31 C.F.R. 1010.230.

"Benefit Plan" means any of (a) an "employee benefit plan" (as defined in ERISA)that is subject to Title I of ERISA, (b) a "plan" as defined in and subject toSection 4975 of the Code or (c) any Person whose assets include (for purposes ofERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section4975 of the Code) the assets of any such "employee benefit plan" or "plan".

"Borrower" has the meaning assigned to such term in the introductory paragraphhereto.

"Borrower Materials" has the meaning assigned to such term in Section10.2(d)(i).

"Borrowing" means a Term Loan Borrowing, as the context may require.

"Business Day" means any day other than a Saturday, Sunday or other day on whichcommercial banks or farm credit banks are authorized to close under the Laws of,or are in fact closed in, New York or the state where the Administrative Agent'sOffice is located, or any other day on which the Administrative Agent's Officeis in fact closed.

"Capitalization" means, on any date of determination for the Borrower and itsConsolidated Subsidiaries, (x) Tangible Net Worth plus (y) Long Term Debt.

"Change in Control" means, (a) as to the Borrower, (i) the voting EquityInterests of the Borrower shall cease to be publicly traded, or (ii) more thanforty percent (40%) of the voting Equity Interests of the Borrower is owned orcontrolled, directly or indirectly, by one Person or an affiliated group ofPersons, and (b) as to any Consolidated Subsidiary of the Borrower, the votingor controlling Equity Interests of such Subsidiary shall cease to be Controlledby the Borrower.

"Change in Law" means the occurrence, after the date of this Agreement, of anyof the following: (a) the adoption or taking effect of any law, rule, regulationor treaty, (b) any change in any law, rule, regulation or treaty or in theadministration, interpretation, implementation or application thereof by anyGovernmental Authority or (c) the making or issuance of any request, rule,guideline or directive (whether or not having the force of law) by anyGovernmental Authority; provided that notwithstanding anything herein to thecontrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act andall requests, rules, guidelines or directives thereunder or issued in connectiontherewith or in the implementation thereof and (y) all requests, rules,guidelines or directives promulgated by the Bank for International Settlements,the Basel Committee on Banking Supervision (or any successor or similarauthority) or the United States or foreign regulatory authorities, in each casepursuant to Basel III, shall in each case be deemed to be a "Change in Law",regardless of the date enacted, adopted or issued.

"Closing Date" means April 3, 2023.

"CME" means CME Group Benchmark Administration Limited.

"Code" means the Internal Revenue Code of 1986.

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"Commitment" means a Term Loan Commitment or any other commitment to extendcredit hereunder, as the context may require.

"Compliance Certificate" means a certificate substantially in the form ofExhibit C.

"Conforming Changes" means, with respect to the use, administration of or anyconventions associated with SOFR or any proposed Successor Rate or Term SOFR, asapplicable, any conforming changes to the definition of "Base Rate", thedefinition of "SOFR", the definition of "Term SOFR", the definition of "InterestPeriod", timing and frequency of determining rates and making payments ofinterest and other technical, administrative or operational matters (including,for the avoidance of doubt, the definitions of "Business Day" and "U.S.Government Securities Business Day", timing of borrowing requests or prepayment,conversion or continuation notices and length of lookback periods) as may beappropriate, in the discretion of the Administrative Agent, to reflect theadoption and implementation of such applicable rate(s), and to permit theadministration thereof by the Administrative Agent in a manner substantiallyconsistent with market practice (or, if the Administrative Agent determines thatadoption of any portion of such market practice is not administratively feasibleor that no market practice for the administration of such rate exists, in suchother manner of administration as the Administrative Agent determines isreasonably necessary in connection with the administration of this Agreement andany other Loan Document).

"Connection Income Taxes" means Other Connection Taxes that are imposed on ormeasured by net income (however denominated) or that are franchise Taxes orbranch profits Taxes.

"Consolidated", when used in connection with financial information, has themeaning set forth in Section 9.8.

"Consolidated EBITDA" means Consolidated Net Income plus, to the extent deductedfrom revenues in determining Consolidated Net Income and without duplication,(i) Consolidated Interest Expense, (ii) expense for taxes paid in cash oraccrued, (iii) depreciation, (iv) amortization, (v) unusual or non-recurringnon-cash expenses, charges or losses incurred other than in the ordinary courseof business and (vi) non-cash expenses related to stock based compensation,minus, to the extent included in Consolidated Net Income, (1) unusual ornon-recurring income or gains realized other than in the ordinary course ofbusiness, (2) interest income, (3) income tax credits and refunds (to the extentnot netted from tax expense), and (4) any cash payments made during such periodin respect of items described in clauses (v) or (vi) above subsequent to thefiscal quarter in which the relevant non-cash expenses, charges or losses wereincurred, all calculated for the Borrower and its Consolidated Subsidiaries(including all Excluded Subsidiaries) on a Consolidated basis. For the purposesof calculating Consolidated EBITDA for any Reference Period, (a) if at any timeduring such Reference Period, the Borrower or a Consolidated Subsidiary(including Excluded Subsidiaries) shall have made any Material Disposition, theConsolidated EBITDA for such Reference Period shall be reduced by an amountequal to the Consolidated EBITDA (if positive) attributable to the Property thatis the subject of such Material Disposition for such Reference Period orincreased by an amount equal to the Consolidated EBITDA (if negative)attributable thereto for such Reference Period, and (b) if during such ReferencePeriod the Borrower or a Consolidated Subsidiary (including ExcludedSubsidiaries) shall have made a Material Acquisition, Consolidated EBITDA forsuch Reference Period shall be calculated after giving pro forma effect theretoas if such Material Acquisition occurred on the first day of such ReferencePeriod, and with that portion of Consolidated EBITDA corresponding with thesubject of such Material Acquisition being determined in accordance with therequirements of this definition.

"Consolidated Interest Expense" means, with reference to any period, theinterest expense of the Borrower and its Consolidated Subsidiaries (includingExcluded Subsidiaries) calculated on a Consolidated basis for such period(including, without limitation, all commissions, discounts and other fees andcharges owed with respect to letters of credit and bankers' acceptance financingand net costs under Swaps in respect of interest rates to the extent that suchnet costs are allocable to such period). For the purposes of calculatingConsolidated Interest Expense for any Reference Period, (i) if at any timeduring such Reference Period the Borrower or a Consolidated Subsidiary(including Excluded Subsidiaries) shall have made any Material Disposition, theConsolidated Interest Expense for such Reference Period shall be reduced by anamount equal to the Consolidated Interest Expense (if positive)

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attributable to the Property that is the subject of such Material Dispositionfor such Reference Period or increased by an amount equal to the ConsolidatedInterest Expense (if negative) attributable thereto for such Reference Period,and (ii) if during such Reference Period the Borrower or a ConsolidatedSubsidiary (including Excluded Subsidiaries) shall have made a MaterialAcquisition, Consolidated Interest Expense for such Reference Period shall becalculated after giving pro forma effect thereto as if such Material Acquisitionoccurred on the first day of such Reference Period, and with that portion ofConsolidated Interest Expense corresponding with the subject of such MaterialAcquisition being determined in accordance with the requirements of thisdefinition.

"Consolidated Net Income" means, with reference to any period, calculated on aConsolidated basis for such period, the net income (or loss) of the Borrower andits Consolidated Subsidiaries (including Excluded Subsidiaries) prior to givingeffect to any deductions for non-controlling interests (which, for the avoidanceof doubt, shall be the amount reflected in the Borrower's financial reportingunder the "Net income (loss)" line-item).

"Consolidated Subsidiary" or "Consolidated Subsidiaries" means, at any time, anySubsidiary (or all such Subsidiaries, taken together, as applicable) theaccounts of which are required at that time to be Consolidated in theConsolidated financial statements of the Borrower, assuming that such financialstatements are prepared in accordance with GAAP; provided, however, that noExcluded Subsidiary shall constitute or qualify as a Consolidated Subsidiary.

"Contingent Obligation" of a Person means any agreement, undertaking orarrangement by which such Person assumes, guarantees, endorses, contingentlyagrees to purchase or provide funds for the payment of, or otherwise becomes oris contingently liable upon, the obligation or liability of any other Person, oragrees to maintain the net worth or working capital or other financial conditionof any other Person, or otherwise assures any creditor of such other Personagainst loss, including, without limitation, any comfort letter, operatingagreement, take-or-pay contract or the obligations of any such Person as generalpartner of a partnership with respect to the liabilities of the partnership.

"Control" means the possession, directly or indirectly, of the power to director cause the direction of the management or policies of a Person, whetherthrough the ability to exercise voting power, by contract or otherwise."Controlling" and "Controlled" have meanings correlative thereto.

"Credit Extension" means a Term Loan Borrowing.

"Debtor Relief Laws" means the Bankruptcy Code of the United States, and allother liquidation, conservatorship, bankruptcy, assignment for the benefit ofcreditors, moratorium, rearrangement, receivership, insolvency, reorganization,or similar debtor relief Laws of the United States or other applicablejurisdictions from time to time in effect.

"Default" means an event which but for the lapse of time or the giving ofnotice, or both, would constitute an Event of Default.

"Default Rate" means, when used with respect to Obligations, an interest rateequal to (a) the Base Rate plus (b) the Applicable Margin applicable to BaseRate Loans plus (c) 2% per annum; provided that with respect to a Term SOFRLoan, the Default Rate shall be an interest rate equal to the interest rate(including any Applicable Margin) otherwise applicable to such Loan plus 2% perannum.

"Defaulting Lender" means, subject to Section 2.12(b), at any time that there ismore than one Lender, any Lender that (a) has failed to (i) fund all or anyportion of its Loans within two Business Days of the date such Loans wererequired to be funded hereunder unless such Lender notifies the AdministrativeAgent and the Borrower in writing that such failure is the result of suchLender's determination that one or more conditions precedent to funding (each ofwhich conditions precedent, together with any applicable default, shall bespecifically identified in such writing) has not been satisfied, or (ii) pay tothe Administrative Agent or any other Lender any other amount required to bepaid by it hereunder within two Business Days of the date when due, (b) hasnotified the Borrower or the Administrative Agent in writing that it does notintend to comply with its funding obligations hereunder, or has made a publicstatement to that effect (unless such writing or public statement relates tosuch

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Lender's obligation to fund a Loan hereunder and states that such position isbased on such Lender's determination that a condition precedent to funding(which condition precedent, together with any applicable default, shall bespecifically identified in such writing or public statement) cannot besatisfied), (c) has failed, within three Business Days after written request bythe Administrative Agent or the Borrower, to confirm in writing to theAdministrative Agent and the Borrower that it will comply with its prospectivefunding obligations hereunder (provided that such Lender shall cease to be aDefaulting Lender pursuant to this clause (c) upon receipt of such writtenconfirmation by the Administrative Agent and the Borrower) or (d) has, or has adirect or indirect parent company that has, (i) become the subject of aproceeding under any Debtor Relief Law, (ii) had appointed for it a receiver,custodian, conservator, trustee, administrator, assignee for the benefit ofcreditors or similar Person charged with reorganization or liquidation of itsbusiness or assets, including the Federal Deposit Insurance Corporation or anyother state or federal regulatory authority acting in such a capacity, or (iii)become the subject of a Bail-In Action; provided that a Lender shall not be aDefaulting Lender solely by virtue of the ownership or acquisition of any EquityInterest in that Lender or any direct or indirect parent company thereof by aGovernmental Authority so long as such ownership interest does not result in orprovide such Lender with immunity from the jurisdiction of courts within theUnited States or from the enforcement of judgments or writs of attachment on itsassets or permit such Lender (or such Governmental Authority) to reject,repudiate, disavow or disaffirm any contracts or agreements made with suchLender. Any determination by the Administrative Agent that a Lender is aDefaulting Lender under any one or more of clauses (a) through (d) above, and ofthe effective date of such status, shall be conclusive and binding absentmanifest error, and such Lender shall be deemed to be a Defaulting Lender(subject to Section 2.12(b)) as of the date established therefor by theAdministrative Agent in a written notice of such determination, which shall bedelivered by the Administrative Agent to the Borrower and each Lender promptlyfollowing such determination.

"Disposition" or "Dispose" means the sale, transfer, license, lease or otherdisposition (in one transaction or in a series of transactions and whethereffected pursuant to a Division or otherwise) of any Property by any Person(including any sale and leaseback transaction and any issuance of EquityInterests by a Subsidiary of such Person), including any sale, assignment,transfer or other disposal, with or without recourse, of any notes or accountsreceivable or any rights and claims associated therewith.

"Dividing Person" has the meaning assigned to it in the definition of"Division".

"Division" means the division of the assets, liabilities and/or obligations of aPerson (the "Dividing Person") among two or more Persons (whether pursuant to a"plan of division" or similar arrangement), which may or may not include theDividing Person and pursuant to which the Dividing Person may or may notsurvive.

"Division Successor" means any Person that, upon the consummation of a Divisionof a Dividing Person, holds all or any portion of the assets, liabilities and/orobligations previously held by such Dividing Person immediately prior to theconsummation of such Division. A Dividing Person which retains any of itsassets, liabilities and/or obligations after a Division shall be deemed aDivision Successor upon the occurrence of such Division.

"Dollar" and "$" means the lawful currency of the United States.

"Domestic Subsidiary" means a Subsidiary of the Borrower incorporated ororganized under the laws of the United States, any state thereof or the Districtof Columbia.

"EEA Financial Institution" means (a) any credit institution or investment firmestablished in any EEA Member Country which is subject to the supervision of anEEA Resolution Authority, (b) any entity established in an EEA Member Countrywhich is a parent of an institution described in clause (a) of this definition,or (c) any financial institution established in an EEA Member Country which is asubsidiary of an institution described in clauses (a) or (b) of this definitionand is subject to consolidated supervision with its parent.

"EEA Member Country" means any of the member states of the European Union,Iceland, Liechtenstein, and Norway.

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"EEA Resolution Authority" means any public administrative authority or anyperson entrusted with public administrative authority of any EEA Member Country(including any delegee) having responsibility for the resolution of any EEAFinancial Institution.

"Eligible Assignee" means any Person that meets the requirements to be anassignee under Section 10.6(b)(iii) and (v) (subject to such consents, if any,as may be required under Section 10.6(b)(iii)).

"Employee Plan" means an "employee benefit plan" (as defined in Section 3(3) ofERISA) that is sponsored or maintained by any of the Borrower and itsConsolidated Subsidiaries, with respect to which any of the Borrower and itsConsolidated Subsidiaries is required to make any contributions or with respectto which any of the Borrower and its Consolidated Subsidiaries has, or couldreasonably be expected to have, any liability (excluding, for purposes of thisAgreement, any Multiemployer Plan).

"Environmental Laws" has the meaning assigned to such term in Section 5.9.

"Equity Interests" means all shares, interests or other equivalents, howeverdesignated, of or in a corporation, limited liability company, or partnership,whether or not voting, including but not limited to common stock, memberinterests, partnership interests, warrants, preferred stock, convertibledebentures, and all agreements, instruments and documents convertible, in wholeor in part, into any one or more or all of the foregoing.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended,and the rules and regulations promulgated thereunder.

"ERISA Affiliate" means any trade or business (whether or not incorporated)that, together with the Borrower, is treated as a single employer under Section414(b) or (c) of the Code or Section 4001(b)(1) of ERISA or, solely for purposesof Section 302 of ERISA and Section 412 of the Code, is treated as a singleemployer under Section 414 of the Code.

"ERISA Event" means (a) any "reportable event", as defined in Section 4043 ofERISA or the regulations issued thereunder with respect to a Plan (other than anevent for which the 30-day notice period is waived); (b) the failure by theBorrower or an ERISA Affiliate to satisfy the "minimum funding standard" (asdefined in Section 412 of the Code or Section 302 of ERISA) with respect to anyPlan, whether or not waived; (c) the filing by the Borrower or an ERISAAffiliate pursuant to Section 412(c) of the Code or Section 302(c) of ERISA ofan application for a waiver of the minimum funding standard with respect to anyPlan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of anyliability under Title IV of ERISA with respect to the termination of any Plan orMultiemployer Plan; (e) the receipt by the Borrower or any ERISA Affiliate fromthe PBGC or a plan administrator of any notice relating to an intention toterminate any Plan or Multiemployer Plan or to appoint a trustee to administerany Plan or Multiemployer Plan; (f) the incurrence by the Borrower or any of itsERISA Affiliates of any liability with respect to the withdrawal or partialwithdrawal of the Borrower or any of its ERISA Affiliates from any Plan orMultiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate ofany notice, or the receipt by any Multiemployer Plan from the Borrower or anyERISA Affiliate of any notice, concerning the imposition upon the Borrower orany of its ERISA Affiliates of withdrawal liability under Section 4201 of ERISAor a determination that a Multiemployer Plan is, or is expected to be,insolvent, within the meaning of Title IV of ERISA.

"EU Bail-In Legislation Schedule" means the EU Bail-In Legislation Schedulepublished by the Loan Market Association (or any successor person), as in effectfrom time to time.

"Event of Default" has the meaning assigned to such term in ARTICLE VII.

"Excluded Subsidiary" means any Subsidiary of the Borrower listed on Schedule1.1(a) on the Closing Date, as updated from time to time in accordance withSection 6.1(c).

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"Excluded Taxes" means any of the following Taxes imposed on or with respect toa Recipient or required to be withheld or deducted from payment to a Recipient,(a) Taxes imposed on or measured by net income (however denominated), franchiseTaxes and branch profits Taxes, in each case, (i) imposed as a result of suchRecipient being organized under the laws of, or having its principal office or,in the case of any Lender, its Lending Office located in, the jurisdictionimposing such Tax (or any political subdivision thereof) or (ii) that are OtherConnection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxesimposed on amounts payable to or for the account of such Lender with respect toan applicable interest in a Loan or Commitment pursuant to a Law in effect onthe date on which (i) such Lender acquires such interest in the Loan orCommitment (other than pursuant to an assignment request by the Borrower underSection 3.6) or (ii) such Lender changes its Lending Office, except in each caseto the extent that, pursuant to Section 3.1, amounts with respect to such Taxeswere payable either to such Lender's assignor immediately before such Lenderbecame a party hereto or to such Lender immediately before it changed itsLending Office, (c) Taxes attributable to such Recipient's failure to complywith Section 3.1(g) and (d) any U.S. federal withholding Taxes imposed pursuantto FATCA.

"Farm Credit Equities" has the meaning assigned to such term in Section 6.19(a).

"Farm Credit System Institution" means any farm credit bank, any Federal landbank association, any production credit association, the banks for cooperatives,and such other institutions as may be subject to regulation by the Farm CreditAdministration, including, without limitation, any federally-chartered FarmCredit System lending institution organized under the Farm Credit Act of 1971,as the same may be amended or supplemented from time to time. When used in thisAgreement in reference to the Farm Credit Equities, "Farm Credit SystemInstitution" shall also include the affiliate of such Farm Credit SystemInstitution in which such Farm Credit Equities are purchased or acquired, asapplicable.

"Farm Products" means all personal Property owned by the Borrower and itsConsolidated Subsidiaries used or for use in farming or livestock operations,including without limitation, seed and harvested or un-harvested crops of alltypes and descriptions, whether annual or perennial and including trees, vinesand the crops growing thereon, native grass, grain, feed, feed additives, feedingredients, feed supplements, fertilizer, hay, silage, supplies (includingwithout limitation, chemicals, veterinary supplies and related Goods), livestockof all types and descriptions (including without limitation, the offspring ofsuch livestock and livestock in gestation) and any other "farm products" (asdefined in the UCC).

"FATCA" means Sections 1471 through 1474 of the Code, as of the date of thisAgreement (or any amended or successor version that is substantively comparableand not materially more onerous to comply with), any current or futureregulations or official interpretations thereof, any agreements entered intopursuant to Section 1471(b)(1) of the Code and any fiscal or regulatorylegislation, rules or practice adopted pursuant to any intergovernmentalagreement, treaty or convention among Governmental Authorities entered into inconnection with the implementation of the foregoing.

"FCMA" means Farm Credit Mid-America, PCA and its successors.

"Federal Funds Rate" means, for any day, the rate per annum calculated by theFederal Reserve Bank of New York based on such day's federal funds transactionsby depository institutions (as determined in such manner as the Federal ReserveBank of New York shall set forth on its public website from time to time) andpublished on the next succeeding Business Day by the Federal Reserve Bank of NewYork as the federal funds effective rate; provided that if the Federal FundsRate as so determined would be less than zero, such rate shall be deemed to bezero.

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

"Fee Letter" means any letter agreement entered into from time to time by theBorrower and FCMA, in its capacity as the Administrative Agent, Arranger and/orLender.

"Financed Lease" of a Person means any lease of Property by such Person aslessee which would be capitalized on a balance sheet of such Person prepared inaccordance with GAAP.

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"Financed Lease Obligations" of a Person means the amount of the obligations ofsuch Person under Financed Leases which would be shown as a liability on thebalance sheet of such Person prepared in accordance with GAAP.

"Foreign Lender" means (a) if the Borrower is a U.S. Person, a Lender that isnot a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender thatis resident or organized under laws of a jurisdiction other than that in whichsuch Borrower is resident for tax purposes.

"Foreign Subsidiary" means any Subsidiary organized under the laws of ajurisdiction not located in the United States.

"Fund" means any Person (other than a natural person) that is (or will be)engaged in making, purchasing, holding or otherwise investing in commercialloans and similar extensions of credit in the ordinary course of its business.

"GAAP" means generally accepted accounting principles as in effect from time totime in the United States, applied in a manner consistent with that used inpreparing the financial statements referred to in Section 5.13, subject at alltimes to Section 9.8.

"Governmental Authority" means the government of the United States of America orany other nation, or of any political subdivision thereof, whether state orlocal, and any agency, authority, instrumentality, regulatory body, court,central bank or other entity exercising executive, legislative, judicial,taxing, regulatory or administrative powers or functions of or pertaining togovernment (including, without limitation, any supra-national bodies such as theEuropean Union or the European Central Bank) and any group or body charged withsetting financial accounting or regulatory capital rules or standards(including, without limitation, the Financial Accounting Standards Board, theBank for International Settlements or the Basel Committee on Banking SupervisoryPractices or any successor or similar authority to any of the foregoing).

"Guarantor" means each Material Subsidiary that is a party to the Guaranty,either on the Closing Date or pursuant to the terms of Section 6.18, and theirrespective successors and assigns.

"Guaranty" means that certain Guaranty, dated as of the Closing Date, executedby each of the Guarantors in favor of the Administrative Agent for the ratablebenefit of the Lenders, as such Guaranty has been, and may be, supplemented fromtime to time, or may otherwise be amended or modified from time to time.

"Immaterial Reporting Subsidiary" has the meaning assigned to such term inSection 6.1(a).

"Indebtedness" of a Person means such Person's (i) obligations for borrowedmoney (including the Obligations under this Agreement and the other LoanDocuments), (ii) obligations representing the deferred purchase price ofProperty or services (other than accounts payable arising in the ordinary courseof such Person's business payable on terms customary in the trade), (iii)obligations, whether or not assumed, secured by Liens or payable out of theproceeds or production from Property now or hereafter owned or acquired by suchPerson, (iv) obligations which are evidenced by notes, acceptances, or otherinstruments, (v) obligations to purchase securities or other Property arisingout of or in connection with the sale of the same or substantially similarsecurities or Property, (vi) Financed Lease Obligations, (vii) obligations as anaccount party with respect to standby and commercial letters of credit, (viii)Contingent Obligations of such Person, and (ix) any other obligation forborrowed money or other financial accommodation which in accordance with GAAPwould be shown as a liability on the Consolidated balance sheet of such Person.Notwithstanding anything to the contrary set forth herein, the portion of anyIndebtedness of any Excluded Subsidiary which is guaranteed by the Borrower or aConsolidated Subsidiary, or for which the Borrower or a Consolidated Subsidiaryotherwise provides credit support (including, without limitation, collateralsupport), shall constitute Indebtedness hereunder and in connection herewith.

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

"Indemnitee" has the meaning assigned to such term in Section 10.4(b).

"Information" has the meaning assigned to such term in Section 10.7.

"Interest Payment Date" means, (a) as to any Term SOFR Loan, the first day ofeach calendar month (commencing on May 1, 2023) and the Maturity Date and (b) asto any Base Rate Loan, the first day of each calendar quarter and the MaturityDate.

"Interest Period" means, initially, the period commencing on the Closing Dateand ending on the next succeeding Interest Rate Reset Date, and, thereafter,each period commencing on the date on which the immediately preceding InterestPeriod expires and ending on the next succeeding Interest Rate Reset Date;provided, however, that no Interest Period shall extend beyond the MaturityDate.

"Interest Rate Reset Date" means the first day of each calendar month (with thefirst such date occurring on May 1, 2023).

"Inventory" means any and all Goods which shall at any time constitute"inventory" (as defined in the UCC) or Farm Products owned by the Borrower andits Consolidated Subsidiaries, wherever located (including, without limitation,Goods in transit and Goods in the possession of third parties), or which fromtime to time are held for sale, lease or consumption in the Borrower's business,furnished under any contract of service or held as raw materials, work inprocess, finished inventory or supplies (including without limitation, packagingand/or shipping materials).

"Investment" of a Person means (a) any loan, advance (other than commission,travel and similar advances to officers and employees made in the ordinarycourse of business), extension of credit (other than accounts receivable arisingin the ordinary course of business on terms customary in the trade) orcontribution of capital by such Person; (b) Equity Interests, bonds, mutualfunds, notes, debentures or other securities (including warrants or options topurchase securities) owned by such Person; (c) any deposit accounts andcertificate of deposit owned by such Person; and (d) structured notes,derivative financial instruments and other similar instruments or contractsowned by such Person.

"IRS" means the United States Internal Revenue Service.

"Laws" means, collectively, all international, foreign, federal, state and localstatutes, treaties, rules, guidelines, regulations, ordinances, codes andadministrative or judicial precedents or authorities, including theinterpretation or administration thereof by any Governmental Authority chargedwith the enforcement, interpretation or administration thereof, and allapplicable administrative orders, directed duties, requests, licenses,authorizations and permits of, and agreements with, any Governmental Authority,in each case whether or not having the force of law.

"Lender" has the meaning specified in the introductory paragraph hereto.

"Lending Office" means, as to any Lender, the office or offices of such Lenderdescribed as such in such Lender's Administrative Questionnaire, or such otheroffice or offices as a Lender hereafter may designate by written notice to theBorrower and the Administrative Agent, which office may include any Affiliate ofsuch Lender or any domestic or foreign branch of such Lender or such Affiliate.Unless the context otherwise requires each reference to a Lender shall includeits applicable Lending Office.

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"Lien" means any lien (statutory or other), mortgage, pledge, hypothecation,assignment, deposit arrangement, encumbrance or preference, priority or othersecurity agreement or preferential arrangement of any kind or nature whatsoever(including, without limitation, the interest of a vendor or lessor under anyconditional sale, Financed Lease or other title retention agreement, and anytitle or interest in Inventory transferred to, or any other precautionarysecurity interest or filing in favor of, a Structured Inventory Purchaserpursuant to a Structured Inventory Purchase permitted under this Agreement).

"Loan" means a Term Loan or any other loan hereunder, as the context mayrequire.

"Loan Documents" means, collectively, this Agreement, the Guaranty, the Notes,and the Fee Letter and any amendments, modifications or supplements hereto or toany other Loan Document or waivers hereof or to any other Loan Document.

"Loan Notice" means a notice of (a) the Term Loan Borrowing, (b) a conversion ofLoans from one Type to the other or (c) a continuation of Term SOFR Loans, ineach case, pursuant to Section 2.2(a), which shall be substantially in the formof Exhibit A or such other form as may be approved by the Administrative Agent,appropriately completed and signed by a Senior Officer of the Borrower.

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

"Long Term Debt" means (x) revolving loans outstanding under the Working CapitalFacility Agreement the proceeds of which were used to consummate acquisitions,capital expenditures or purchases of fixed assets and (y) Indebtedness of theBorrower and its Consolidated Subsidiaries that is classified as non-current perGAAP, including the current portion thereof, if any.

"Long Term Debt to Capitalization Ratio" means, as of any date, the ratio ofLong Term Debt to Capitalization.

"Margin / Swap Accounts" means, collectively, all Commodity Accounts and allCommodity Contracts (as each is defined under the UCC) and (to the extent notincluded in Commodity Accounts or Commodity Contracts) all Swap and cash forwardcontracts maintained by the Borrower and its Consolidated Subsidiaries withrespect to Swaps.

"Material Acquisition" means any Permitted Acquisition that involves the paymentof consideration by the Borrower and its Subsidiaries in excess of $150,000,000.

"Material Adverse Effect" means a material adverse effect on (i) the business,Property, operations, assets or condition (financial or otherwise) of theBorrower and its Consolidated Subsidiaries taken as a whole, (ii) the ability ofthe Borrower or any Guarantor to perform its obligations under the LoanDocuments to which it is a party, or (iii) the validity or enforceability of anyof the Loan Documents or the rights or remedies of the Administrative Agent orthe Lenders under the Loan Documents.

"Material Disposition" means any sale, transfer or disposition of Property orseries of related sales, transfers, or dispositions of Property (other thaninventory in the ordinary course of business) that yields gross proceeds to theBorrower or any of its Subsidiaries in excess of $150,000,000.

"Material Indebtedness" means Indebtedness of the Borrower or any Guarantor inan outstanding principal amount of $50,000,000 or more in the aggregate (or theequivalent thereof in any currency other than Dollars).

"Material Indebtedness Agreement" means any agreement under which any MaterialIndebtedness was created or is governed or which provides for the incurrence ofIndebtedness in an amount which would constitute Material Indebtedness (whetheror not an amount of Indebtedness constituting Material Indebtedness isoutstanding thereunder).

"Material Reporting Subsidiaries" means, at the fiscal quarter end with respectto which, pursuant to Section 6.1, financial statements have been, or arerequired to have been, delivered by the Borrower, as

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reflected in such financial statements, the Subsidiaries of the Borrower(including Excluded Subsidiaries) (a) which in the aggregate contributed morethan twenty-five percent (25%) of Consolidated EBITDA, or (b) have in theaggregate assets which represent more than twenty-five percent (25%) of theConsolidated gross assets of the Borrower and its Subsidiaries. Schedule 1.1(c)contains a list of the Material Reporting Subsidiaries of the Borrower as of theClosing Date.

"Material Subsidiary" means, at the fiscal quarter end with respect to which,pursuant to Section 6.1, financial statements have been, or are required to havebeen, delivered by the Borrower, as reflected in such financial statements, aSubsidiary of the Borrower (including an Excluded Subsidiary) (a) whichcontributed more than ten percent (10%) of Consolidated EBITDA, or (b) hasassets which represent more than ten percent (10%) of the Consolidated grossassets of the Borrower and its Subsidiaries. Schedule 1.1(c) contains a list ofeach Material Subsidiary of the Borrower as of the Closing Date.

"Maturity Date" means April 3, 2031; provided that, in each case, if such dateis not a Business Day, the Maturity Date shall be the next preceding BusinessDay.

"Moody's" means Moody's Investors Service, Inc. and any successor thereto.

"Multiemployer Plan" means an employee pension benefit plan of the typedescribed in Section 4001(a)(3) of ERISA, which is covered by Title IV of ERISAor subject to the minimum funding standards under Section 412 of the Code orSection 302 of ERISA, maintained pursuant to a collective bargaining agreementor any other arrangement, in each case, to which the Borrower or any ERISAAffiliate is, or in the immediately preceding six (6) years was, a party.

"Net Tangible Assets Amount" means, as of any date of determination therefor,the positive difference, if any, of (x) the aggregate value of all assets ownedor controlled by the Borrower and its Consolidated Subsidiaries, as adjusted forcommodity derivative liabilities, minus the aggregate of (y) the aggregateprincipal amount of all Secured Debt then outstanding plus the aggregate faceamount of all then outstanding grain payables plus the aggregate amount ofcustomer prepayments plus goodwill and other intangibles (with the understandingthat all of the foregoing items shall be specified in the Borrower's financialstatements from time to time delivered pursuant to the requirements hereof).

"Non-Consenting Lender" means any Lender that does not approve any consent,waiver or amendment that (a) requires the approval of all Lenders or allaffected Lenders in accordance with the terms of Section 10.1 and (b) has beenapproved by the Required Lenders.

"Non-Defaulting Lender" means, at any time, a Lender that is not a DefaultingLender at such time.

"Note" means a promissory note made by the Borrower in favor of a Lenderevidencing the Term Loans of such Lender, substantially in the form ofExhibit B.

"Obligations" means all advances to, and debts, liabilities, obligations,covenants and duties of, any Loan Party arising under any Loan Document orotherwise with respect to any Loan, in each case whether direct or indirect(including those acquired by assumption), absolute or contingent, due or tobecome due, now existing or hereafter arising and including interest and feesthat accrue after the commencement by or against any Loan Party or any Affiliatethereof of any proceeding under any Debtor Relief Laws naming such Person as thedebtor in such proceeding, regardless of whether such interest and fees areallowed claims in such proceeding.

"OFAC" means the U.S. Department of the Treasury's Office of Foreign AssetsControl, and any successor thereto.

"Organization Documents" means, (a) with respect to any corporation, the charteror certificate or articles of incorporation and the bylaws (or equivalent orcomparable constitutive documents with respect to any non-U.S. jurisdiction),(b) with respect to any limited liability company, the certificate or articlesof formation or organization and operating or limited liability companyagreement and (c) with respect to

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any partnership, joint venture, trust or other form of business entity, thepartnership, joint venture or other applicable agreement of formation ororganization and any agreement, instrument, filing or notice with respectthereto filed in connection with its formation or organization with theapplicable Governmental Authority in the jurisdiction of its formation ororganization and, if applicable, any certificate or articles of formation ororganization of such entity.

"Other Connection Taxes" means, with respect to any Recipient, Taxes imposed asa result of a present or former connection between such Recipient and thejurisdiction imposing such Tax (other than connections arising from suchRecipient having executed, delivered, become a party to, performed itsobligations under, received payments under, received or perfected a securityinterest under, engaged in any other transaction pursuant to or enforced anyLoan Document, or sold or assigned an interest in any Loan or Loan Document).

"Other Taxes" means all present or future stamp, court or documentary,intangible, recording, filing or similar Taxes that arise from any payment madeunder, from the execution, delivery, performance, enforcement or registrationof, from the receipt or perfection of a security interest under, or otherwisewith respect to, any Loan Document, except any such Taxes that are OtherConnection Taxes imposed with respect to an assignment (other than an assignmentmade pursuant to Section 3.6).

"Participant" has the meaning assigned to such term in Section 10.6(d).

"Participant Register" has the meaning assigned to such term in Section 10.6(d).

"PATRIOT Act" means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signedinto law October 26, 2001)).

"PBGC" means the Pension Benefit Guaranty Corporation, or any successor thereto.

"Permitted Acquisition" means any Acquisition made by the Borrower or aConsolidated Subsidiary, provided that, (a) as of the date of the consummationof such Acquisition, no Default or Event of Default shall have occurred and becontinuing or would result from such Acquisition, (b) such Acquisition isconsummated on a non-hostile basis pursuant to a negotiated acquisitionagreement that has been (if required by the governing documents of the seller orentity to be acquired) approved by the board of directors or other applicablegoverning body of the seller or entity to be acquired, and no material challengeto such Acquisition (excluding the exercise of appraisal rights) shall bepending or threatened by any shareholder or director of the seller or entity tobe acquired, (c) the business to be acquired in such Acquisition is in the sameline of business as the Borrower's or is a line of business that is similar,ancillary or complementary thereto or is a reasonable extension thereof, (d) asof the date of the consummation of such Acquisition, all material approvalsrequired in connection therewith shall have been obtained, and (e) with respectto any Acquisition where the aggregate consideration (including, withoutlimitation, any assumption of Indebtedness) in respect thereof equals or exceeds$150,000,000, the Borrower shall have furnished to the Administrative Agent acertificate demonstrating in reasonable detail pro forma compliance with thefinancial covenants contained in Section 6.4 for such period, in each case,calculated as if such Acquisition, including the consideration therefor, hadbeen consummated on the first day of such period.

"Person(s)" means any natural person, corporation, firm, joint venture,partnership, limited liability company, association, enterprise, trust or otherentity or organization, or any government or political subdivision or anyagency, department or instrumentality thereof.

"Plan" means an employee pension benefit plan which is covered by Title IV ofERISA or subject to the minimum funding standards under Section 412 of the Codeor Section 302 of ERISA as to which the Borrower or any ERISA Affiliate has, orcould reasonably be expected to have, any liability (excluding, for purposes ofthis Agreement, any Multiemployer Plan).

"Plan Assets" is defined in Section 5.27.

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"Platform" means Debt Domain, Intralinks, Syndtrak, kiteworks or a substantiallysimilar electronic transmission system.

"Prime Rate" means the interest rate quoted as of the tenth day (or, if suchtenth day is not a Business Day, the first Business Day immediately precedingsuch tenth day) of the calendar month (such day, the "Prime Rate DeterminationDate") immediately preceding the month in which such day falls by The WallStreet Journal as the "Prime Rate" in the United States or, if The Wall StreetJournal ceases to quote such rate, the highest per annum interest rate publishedby the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519)(Selected Interest Rates) on such Prime Rate Determination Day as the "bankprime loan" rate or, if such rate is no longer quoted therein, any similar ratequoted therein (as determined in good faith by the Administrative Agent) or anysimilar release by the Federal Reserve Board (as determined in good faith by theAdministrative Agent) on such Prime Rate Determination Date.

"Property" of a Person means any and all property, whether real, personal,tangible, intangible, or mixed, of such Person, or other assets owned, leased oroperated by such Person.

"PTE" means a prohibited transaction class exemption issued by the U.S.Department of Labor, as any such exemption may be amended from time to time.

"Public Lender" has the meaning assigned to such term in Section 10.2(d)(ii).

"Recipient" means (a) the Administrative Agent, (b) any Lender or (c) any otherrecipient of any payment to be made by or on account of any obligation of anyLoan Party hereunder, as applicable.

"Reference Period" means any period of four (4) consecutive fiscal quarters ofthe Borrower.

"Register" has the meaning assigned to such term in Section 10.6(c).

"Regulation U" means Regulation U of the Board of Governors of the FederalReserve System as from time to time in effect and any successor or otherregulation or official interpretation of said Board of Governors relating to theextension of credit by banks for the purpose of purchasing or carrying marginstocks applicable to member banks of the Federal Reserve System.

"Related Parties" means, with respect to any Person, such Person's Affiliatesand the partners, directors, officers, employees, agents, trustees,administrators, managers, advisors, consultants, service providers andrepresentatives of such Person and of such Person's Affiliates.

"Required Lenders" means, at any time, Lenders having Total Credit Exposuresrepresenting more than 50% of the Total Credit Exposures of all Lenders. TheTotal Credit Exposure of any Defaulting Lender shall be disregarded indetermining Required Lenders at any time.

"Rescindable Amount" has the meaning as defined in Section 2.10(a)(ii).

"Resolution Authority" means an EEA Resolution Authority or, with respect to anyUK Financial Institution, a UK Resolution Authority.

"Restricted Payment" means any dividend or other distribution (whether in cash,securities or other Property) with respect to any Equity Interest in theBorrower or a Consolidated Subsidiary, or any payment (whether in cash,securities or other Property), including any sinking fund or similar deposit, onaccount of the purchase, redemption, retirement, acquisition, cancellation ortermination of any such Equity Interests in the Borrower or a ConsolidatedSubsidiary or any option, warrant or other right to acquire any such EquityInterest in the Borrower or a Consolidated Subsidiary.

"S&P" means S&P Global Ratings, a business of S&P Global Inc., and any successorthereto.

"Sale and Leaseback Transaction" means any sale or other transfer of Property byany Person with the intent to lease such Property as lessee.

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"Sanctioned Person" is defined in Section 5.25.

"Sanctions" means sanctions administered or enforced from time to time by theU.S. government, including those administered by OFAC or the U.S. Department ofState, the United Nations Security Council, the European Union, any Europeanmember state, His Majesty's Treasury or other relevant sanctions authority.

"Scheduled Unavailability Date" has the meaning specified in Section 3.3(b)(ii).

"Secured Debt" means Indebtedness secured by Liens granted by the Borrower or aConsolidated Subsidiary.

"Secured Working Capital Basket" is defined in Section 6.12.

"Senior Officer" means, with respect to any Loan Party, the chief executiveofficer, president, chief financial officer, chief operating officer, treasurer,assistant treasurer or general counsel of such Loan Party, any other officer ofsuch Loan Party as hereafter may be designated by written notice by such LoanParty to the Administrative Agent (so long as such officer is reasonablyacceptable to the Administrative Agent) and, solely for purposes of the deliveryof incumbency certificates pursuant to Section 4.1 or otherwise in connectionwith this Agreement, the secretary or any assistant secretary of such LoanParty. Any document delivered hereunder that is signed by a Senior Officer of aLoan Party shall be conclusively presumed to have been authorized by allnecessary corporate, partnership and/or other action on the part of such LoanParty and such Senior Officer shall be conclusively presumed to have acted onbehalf of such Loan Party.

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

"Structured Inventory Purchase" means a transfer of Inventory where (i) theinitial seller of such Inventory is obligated to repurchase such Inventory fromthe initial purchaser thereof pursuant to the terms of such purchase; (ii) theinitial seller of such Inventory may, at its option, repurchase such Inventoryfrom the initial purchaser thereof pursuant to the terms of such purchase; (iii)the initial purchaser of such Inventory may require, at its option, the initialseller thereof to repurchase such Inventory pursuant to the terms of suchpurchase; or (iv) the initial seller of such Inventory may instruct the initialpurchaser thereof to sell, at a later date, such Inventory to another Persondesignated by such initial seller pursuant to the terms of the initial purchase.

"Structured Inventory Purchase Amount" means the initial aggregate purchaseprice paid by the initial purchaser of Inventory under a Structured InventoryPurchase.

"Structured Inventory Purchaser" means a Lender or other financial institution(including any Affiliate thereof) that purchases Inventory from the Borrower ora Consolidated Subsidiary pursuant to a Structured Inventory Purchase.

"Subsidiary" of a Person means (i) (a) any corporation more than 50% of theoutstanding securities having ordinary voting power of which shall at the timebe owned or controlled, directly or indirectly, by such Person or by one or moreof its Subsidiaries or by such Person and one or more of its Subsidiaries or (b)any partnership, limited liability company, association, joint venture orsimilar business organization more than 50% of the ownership interests havingordinary voting power of which shall at the time be so owned or controlled, or(ii) such corporation, partnership, limited liability company, association,joint venture or similar business organization is, as of the applicabledetermination date, Controlled by such Person. Notwithstanding the foregoing oranything to the contrary set forth herein, for purposes of the followingSections of this Agreement, a "Subsidiary" of the Borrower shall include allExcluded Subsidiaries: Section 5.13, Correctness of Financial Statements;Section 5.21(b), Beneficial Ownership Certification; Section 5.25,Anti-Corruption Laws; Sanctions; Section 6.7, Use of Proceeds; Section 6.8,Books and Records; and Section 6.9, Sanctions, Anti-Corruption Laws, Anti-MoneyLaundering Laws Compliance.

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"Substantial Portion" means, with respect to the Property of the Borrower andits Consolidated Subsidiaries, Property which represents more than 20% of theConsolidated assets of the Borrower and its Consolidated Subsidiaries taken as awhole or Property which is responsible for more than 20% of the Consolidated NetIncome of the Borrower and its Consolidated Subsidiaries taken as a whole, ineach case, as would be shown in the Consolidated financial statements of theBorrower and its Consolidated Subsidiaries as at the beginning of thetwelve-month period ending with the month in which such determination is made(or if financial statements have not been delivered hereunder for that monthwhich begins the twelve-month period, then the financial statements deliveredhereunder for the quarter ending immediately prior to that month).

"Successor Rate" has the meaning specified in Section 3.3(b).

"Swap" means (a) any and all rate swap transactions, basis swaps, creditderivative transactions, forward rate transactions, commodity swaps, commodityoptions, forward commodity contracts, equity or equity index swaps or options,bond or bond price or bond index swaps or options or forward bond or forwardbond price or forward bond index transactions, interest rate options, spot orforward foreign exchange transactions, cap transactions, floor transactions,collar transactions, currency swap transactions, cross-currency rate swaptransactions, currency options, fixed-price physical delivery contracts, whetheror not exchange traded, or any other similar transactions or any combination ofany of the foregoing (including any options to enter into any of the foregoing),whether or not any such transaction is governed by or subject to any masteragreement, including any agreement, contract or transaction that constitutes a"swap" within the meaning of Section 1a(47) of the Commodity Exchange Act, and(b) any and all transactions of any kind, and the related confirmations, whichare subject to the terms and conditions of, or governed by, any form of masteragreement published by the International Swaps and Derivatives Association,Inc., any International Foreign Exchange Master Agreement or any other masteragreement, including any such obligations or liabilities under any such masteragreement.

"Swap Obligation" means, with respect to any Person, any and all obligations,whether absolute or contingent and howsoever and whensoever created, arising,evidenced or acquired (including all renewals, extensions and modificationsthereof and substitutions therefor), under (i) any and all Swaps, and (ii) anyand all cancellations, buy backs, reversals, terminations or assignments of anySwap.

"Tangible Net Worth" means, for any date of determination, the Borrower and itsConsolidated Subsidiaries' (a) net worth (including, for the avoidance of doubt,the book value of minority interests), minus (b) the book value of intangibleassets, minus (c) the aggregate outstanding principal amount of Indebtedness ofthe Borrower and its Consolidated Subsidiaries (to the extent not alreadyincluded in the determination of clause (a)). For the avoidance of doubt,"Tangible Net Worth" shall include the value of an Excluded Subsidiary's equity(as defined under GAAP) to the extent it is owned directly or indirectly by theBorrower or a Consolidated Subsidiary. All of the foregoing shall appear in theBorrower's financials as delivered hereunder from time to time.

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

"Term Loan" has the meaning assigned to such term in Section 2.1.

"Term Loan Borrowing" means a borrowing consisting of simultaneous Term Loansmade by each of the Lenders pursuant to Section 2.1.

"Term Loan Commitment" means, as to each Lender, its obligation to make a singleTerm Loan to the Borrower pursuant to Section 2.1 on the Closing Date in aprincipal amount not to exceed the amount set forth opposite such Lender's nameon Annex A under the caption "Term Loan Commitment" or opposite such caption inthe Assignment and Assumption pursuant to which such Lender becomes a partyhereto, as applicable, as such amount may be adjusted from time to time inaccordance with this Agreement.

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"Term SOFR" means:

(a)for any Interest Period with respect to a Term SOFR Loan, the rate per annumequal to the Term SOFR Screen Rate two (2) U.S. Government Securities BusinessDays prior to the commencement of such Interest Period with a term equivalent toone month; provided that if the rate is not published prior to 11:00 a.m. onsuch determination date then Term SOFR means the Term SOFR Screen Rate on thefirst U.S. Government Securities Business Day immediately prior thereto; and

(b)for any interest calculation with respect to a Base Rate Loan on any dateduring an Interest Period, the rate per annum equal to the Term SOFR Screen Ratetwo (2) U.S. Government Securities Business Days prior to the commencement ofsuch Interest Period with a term equivalent to one month; provided that if therate is not published prior to 11:00 a.m. on such determination date then TermSOFR means the Term SOFR Screen Rate on the first U.S. Government SecuritiesBusiness Day immediately prior thereto;

provided that (i) notwithstanding anything to the contrary herein, Term SOFR forthe initial Interest Period hereunder shall be deemed to be 4.8034% and (ii) ifTerm SOFR determined in accordance with either of the foregoing clauses (a) or(b) of this definition would otherwise be less than zero, Term SOFR shall bedeemed zero for purposes of this Agreement.

"Term SOFR Loan" means a Loan bearing interest based on clause (a) of thedefinition of Term SOFR.

"Term SOFR Screen Rate" means the forward-looking SOFR term rate administered byCME (or any successor administrator satisfactory to the Administrative Agent)and published on the applicable commercially available source providing suchquotations as may be designated by the Administrative Agent from time to time.

"Total Credit Exposure" means, as to any Lender at any time, the aggregateoutstanding principal amount of Loans of such Lender at such time.

"Type" means, with respect to a Loan, its character as a Base Rate Loan or TermSOFR Loan.

"UCC" has the meaning assigned to such term in Section 1.2(d).

"UK Financial Institution" means any BRRD Undertaking (as such term is definedunder the PRA Rulebook (as amended from time to time) promulgated by the UnitedKingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6of the FCA Handbook (as amended from time to time) promulgated by the UnitedKingdom Financial Conduct Authority, which includes certain credit institutionsand investment firms, and certain affiliates of such credit institutions orinvestment firms.

"UK Resolution Authority" means the Bank of England or any other publicadministrative authority having responsibility for the resolution of any UKFinancial Institution.

"United States" and "U.S." mean the United States of America.

"Unsecured Debt" means, for any determination date therefor, the positivedifference, if any, of the aggregate outstanding principal amount ofIndebtedness of the Borrower and its Consolidated Subsidiaries minus theaggregate outstanding principal amount of Secured Debt.

"Unsecured Debt to Net Tangible Assets Amount Ratio" means, as of any date, theratio of Unsecured Debt to the Net Tangible Assets Amount.

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"U.S. Government Securities Business Day" means any Business Day, except anyBusiness Day on which any of the Securities Industry and Financial MarketsAssociation, the New York Stock Exchange or the Federal Reserve Bank of New Yorkis not open for business because such day is a legal holiday under the federallaws of the United States or the laws of the State of New York, as applicable.

"U.S. Person" means any Person that is a "United States Person" as defined inSection 7701(a)(30) of the Code.

"U.S. Tax Compliance Certificate" has the meaning assigned to such term inSection 3.1(g)(ii)(B)(3).

"Wholly-Owned Subsidiary" of a Person means (i) any Subsidiary of which 100% ofthe beneficial ownership interests shall at the time be owned or controlled,directly or indirectly, by such Person or one or more Wholly-Owned Subsidiariesof such Person, or by such Person and one or more Wholly-Owned Subsidiaries ofsuch Person, or (ii) any partnership, limited liability company, association,joint venture or similar business organization of which 100% of the beneficialownership interests shall at the time be so owned or controlled.

"Withholding Agent" means the Borrower and the Administrative Agent.

"Working Capital Facility Agreement" means that certain Credit Agreement datedas of January 11, 2019 among the Borrower, the lenders party thereto and U.S.Bank National Association, as administrative agent, as amended, restated,supplemented or otherwise modified from time to time, and any credit agreementthat replaces or refinances such agreement.

"Write-Down and Conversion Powers" means, (a) with respect to any EEA ResolutionAuthority, the write-down and conversion powers of such EEA Resolution Authorityfrom time to time under the Bail-In Legislation for the applicable EEA MemberCountry, which write-down and conversion powers are described in the EU Bail-InLegislation Schedule, and (b) with respect to the United Kingdom, any powers ofthe applicable Resolution Authority under the Bail-In Legislation to cancel,reduce, modify or change the form of a liability of any UK Financial Institutionor any contract or instrument under which that liability arises, to convert allor part of that liability into shares, securities or obligations of that personor any other person, to provide that any such contract or instrument is to haveeffect as if a right had been exercised under it or to suspend any obligation inrespect of that liability or any of the powers under that Bail-In Legislationthat are related to or ancillary to any of those powers.

1.2Rules of Interpretation. With reference to this Agreement and each other LoanDocument, unless otherwise specified herein or in such other Loan Document:

(a)The definitions of terms herein shall apply equally to the singular andplural forms of the terms defined. Whenever the context may require, any pronounshall include the corresponding masculine, feminine and neuter forms. The words"include," "includes" and "including" shall be deemed to be followed by thephrase "without limitation." The word "will" shall be construed to have the samemeaning and effect as the word "shall." Unless the context requires otherwise,(i) any definition of or reference to any agreement, instrument or otherdocument shall be construed as referring to such agreement, instrument or otherdocument as from time to time amended, supplemented or otherwise modified(subject to any restrictions on such amendments, supplements or modificationsset forth herein or in any other Loan Document), (ii) any reference herein toany Person shall be construed to include such Person's successors and assigns,(iii) the words "hereto," "herein," "hereof" and "hereunder," and words ofsimilar import when used in any Loan Document, shall be construed to refer tosuch Loan Document in its entirety and not to any particular provision thereof,(iv) all references in a Loan Document to Articles, Sections, Exhibits,Schedules and Annexes shall be construed to refer to Articles and Sections of,and Exhibits, Schedules and Annexes to, the Loan Document in which suchreferences appear, (v) any reference to any Law shall include all statutory andregulatory provisions consolidating, amending, replacing or interpreting suchLaw and any reference to any Law shall, unless otherwise specified, refer tosuch Law as amended, modified or supplemented from time to time and (vi) thewords "asset" and "property" shall be construed to have the same meaning andeffect and to refer to any and all tangible and intangible assets andproperties, including cash, securities, accounts and contract rights.

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(b)In the computation of periods of time from a specified date to a laterspecified date, the word "from" means "from and including;" the words "to" and"until" each mean "to but excluding;" and the word "through" means "to andincluding."

(c)Article and Section headings herein and in the other Loan Documents areincluded for convenience of reference only and shall not affect theinterpretation of this Agreement or any other Loan Document.

(d)All other terms contained in this Agreement (which are not specificallydefined in this Agreement) shall have the meanings set forth in the UniformCommercial Code of New York (the "UCC") to the extent the same are used ordefined therein, specifically including, but not limited to the following:Chattel Paper, Commercial Tort Claims, Commodity Accounts, Commodity Contracts,Electronic Chattel Paper, Goods, Instruments, Investment Property, GeneralIntangibles, Payment Intangibles, Securities Accounts and Tangible ChattelPaper.

1.3Accounting. Except as provided to the contrary herein, all accounting termsused herein shall be interpreted and all accounting determinations hereundershall be made in accordance with GAAP in a manner consistent with that used inpreparing the financial statements referred to in Section 5.13, including,without limitation, references to "Consolidated" meaning, unless otherwisespecified, the consolidation of accounts in accordance with GAAP; provided,however that, notwithstanding any other provision contained herein, all terms ofan accounting or financial nature used herein shall be construed, and allcomputations of amounts and ratios referred to herein shall be made withoutgiving effect to (i) any election under Accounting Standards CodificationSection 825-10-25 (or any other Accounting Standards Codification or FinancialAccounting Standard having a similar result or effect) to value any Indebtednessor other liabilities of the Borrower and its Consolidated Subsidiaries at "fairvalue", as defined therein, or (ii) any treatment of Indebtedness in respect ofconvertible debt instruments under Financial Accounting Standards CodificationSubtopic 470-20 (or any other Accounting Standards Codification or FinancialAccounting Standards having a similar result or effect) to value any suchIndebtedness in a reduced or bifurcated manner as described therein, and suchIndebtedness shall at all times be valued at the full stated principal amountthereof. If at any time any change in GAAP would affect the computation of anyfinancial ratio or requirement set forth in any Loan Document, and the Borrower,the Administrative Agent or the Required Lenders shall so request, theAdministrative Agent, the Lenders and the Borrower shall negotiate in good faithto amend such ratio or requirement to preserve the original intent thereof inlight of such change in GAAP (subject to the approval of the Required Lenders),provided that, until so amended, such ratio or requirement shall continue to becomputed in accordance with GAAP prior to such change therein and the Borrowershall provide to the Administrative Agent and the Lenders reconciliationstatements showing the difference in such calculation, together with thedelivery of monthly, quarterly and annual financial statements requiredhereunder. In addition, notwithstanding any other provision contained herein,the definitions set forth in this Agreement and any financial calculationsrequired by the Loan Documents shall be computed to exclude any change to leaseaccounting rules from those in effect pursuant to Financial Accounting StandardsBoard Accounting Standards Codification 840 (Leases) and other related leaseaccounting guidance as in effect on November 14, 2018.

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1.4Times of Day. Unless otherwise specified, all references herein to times ofday shall be references to Eastern time (daylight or standard, as applicable).

1.5Rounding. Any financial ratios required to be maintained by the Borrowerpursuant to this Agreement shall be calculated by dividing the appropriatecomponent by the other component, carrying the result to one place more than thenumber of places by which such ratio is expressed herein and rounding the resultup or down to the nearest number (with a rounding-up if there is no nearestnumber).

1.6Interest Rates. The Administrative Agent does not warrant, nor acceptresponsibility for, nor shall the Administrative Agent have any liability withrespect to, the administration, submission or any other matter related to anyreference rate referred to herein or with respect to any rate (including, forthe avoidance of doubt, the selection of such rate and any related spread orother adjustment) that is an alternative or replacement for or successor to anysuch rate (including, without limitation, any Successor

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Rate) (or any component of any of the foregoing) or the effect of any of theforegoing, or of any Conforming Changes. The Administrative Agent and itsaffiliates or other related entities may engage in transactions or otheractivities that affect any reference rate referred to herein, or anyalternative, successor or replacement rate (including, without limitation, anySuccessor Rate) (or any component of any of the foregoing) or any related spreador other adjustments thereto, in each case, in a manner adverse to theBorrower. The Administrative Agent may select information sources or servicesin its reasonable discretion to ascertain any reference rate referred to hereinor any alternative, successor or replacement rate (including, withoutlimitation, any Successor Rate) (or any component of any of the foregoing), ineach case pursuant to the terms of this Agreement, and shall have no liabilityto the Borrower, any Lender or any other person or entity for damages of anykind, including direct or indirect, special, punitive, incidental orconsequential damages, costs, losses or expenses (whether in tort, contract orotherwise and whether at law or in equity), for any error or other action oromission related to or affecting the selection, determination, or calculation ofany rate (or component thereof) provided by any such information source orservice.

 ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS

1.1Term Loans. Subject to the terms and conditions set forth herein, each Lenderseverally agrees to make a single loan (each such loan, a "Term Loan") to theBorrower on the Closing Date in an amount equal to such Lender's Term LoanCommitment. The Term Loan Borrowing shall consist of Term Loans madesimultaneously by the Lenders in accordance with their respective ApplicablePercentage of the Term Loan Facility. Amounts borrowed under this Section 2.1and repaid or prepaid may not be reborrowed. Term Loans shall be Base Rate Loansor Term SOFR Loans, as further provided herein.

1.2Borrowings of Loans.

(a)Each Borrowing, each conversion of Term Loans from one Type to the other, andeach continuation of Term SOFR Loans shall be made upon the Borrower'sirrevocable written notice to the Administrative Agent in the form of a LoanNotice, which notice must be received by the Administrative Agent not later than12:00 p.m. (i) two U.S. Government Securities Business Days prior to therequested date of any conversion to or continuation of Term SOFR Loans or of anyconversion of Term SOFR Loans to Base Rate Loans and (ii) on the requested dateof the Term Loan Borrowing. Each Loan Notice shall specify (i) whether theBorrower is requesting the Term Loan Borrowing, a conversion of Term Loans fromone Type to the other, or a continuation of Term SOFR Loans, (ii) the requesteddate of the Borrowing, conversion or continuation, as the case may be (whichshall be a Business Day), (iii) the principal amount of Loans to be borrowed,converted or continued, which shall be, (A) with respect to Term Loans that areBase Rate Loans, a principal amount of $5,000,000 or a whole multiple of$1,000,000 in excess thereof, (B) with respect to Term SOFR Loans, a principalamount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, and(C) with respect to the Borrowing of Term Loans on the Closing Date, the fullamount of the aggregate Term Loan Commitments, (iv) the Type of Loans to beborrowed or to which existing Term Loans, as applicable, are to be converted and(v) if applicable, the duration of the Interest Period with respect thereto. Ifthe Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrowerfails to give a timely notice requesting a conversion or continuation, then theapplicable Term Loans shall be made as, or converted to, Term SOFR Loans. Anysuch automatic conversion to Term SOFR Loans, as applicable, shall be effectiveas of the last day of the Interest Period then in effect with respect to theapplicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversionto, or continuation of Term SOFR Loans in any such Loan Notice, but fails tospecify an Interest Period, it will be deemed to have specified an InterestPeriod of one month. The Administrative Agent shall promptly notify theapplicable Lenders of each Loan Notice.

(b)Not later than 12:00 p.m. on the Business Day specified in the applicableLoan Notice, each applicable Lender shall make the amount of its Loan availableto the Administrative Agent, for the account of the Borrower, in immediatelyavailable funds at the Administrative Agent's Office. The Borrower herebyirrevocably authorizes the Administrative Agent to disburse the proceeds of eachBorrowing requested pursuant to the terms hereof in immediately available fundsby crediting or wiring such proceeds as may be agreed upon by the Borrower andthe Administrative Agent from time to time.

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Subject to Section 2.10(a)(i), the Administrative Agent shall not be obligatedto disburse the portion of the proceeds of any Loan requested pursuant to thisSection to the extent that any Lender has not made available to theAdministrative Agent its Applicable Percentage of such Loan.

(c)Except as otherwise provided herein, a Term SOFR Loan may be continued orconverted only on the last day of an Interest Period for such Term SOFR Loan.During the existence of a Default, (i) no Loans may be requested as, orconverted into, Term SOFR Loans without the consent of the Required Lenders and(ii) the Required Lenders in their sole discretion may elect to not allow thecontinuation of any Term SOFR Loan (in which case such Loans shall be convertedinto Base Rate Loans).

(d)The Administrative Agent shall promptly notify the Borrower and the Lendersof the interest rate applicable to any Interest Period for Term SOFR Loans upondetermination of such interest rate.

(e)Notwithstanding anything to the contrary in this Agreement, any Lender mayexchange, continue or rollover all or a portion of its Loans in connection withany refinancing, extension, loan modification or similar transaction permittedby the terms of this Agreement, pursuant to a cashless settlement mechanismapproved by the Borrower, the Administrative Agent, and such Lender.

1.3Prepayments. The Borrower may, upon notice to the Administrative Agent, atany time or from time to time voluntarily prepay Term Loans in whole or in part;provided that (a) such notice must be in a form acceptable to the AdministrativeAgent and be received by the Administrative Agent not later than 11:00 a.m. (i)three Business Days prior to any date of prepayment of Term SOFR Loans and (ii)one (1) Business Day prior to any date of prepayment of Base Rate Loans and (b)any such prepayment shall be in a principal amount of $2,000,000 or a wholemultiple of $1,000,000 in excess thereof or, if less, the entire principalamount thereof then outstanding. Each such notice shall specify the date andamount of such prepayment, the Type(s) of Loans to be prepaid and, if Term SOFRLoans are to be prepaid, the Interest Period(s) of such Loans. TheAdministrative Agent will promptly notify each Lender of its receipt of eachsuch notice, and of the amount of such Lender's ratable portion of suchprepayment (based on such Lender's Applicable Percentage). Any prepayment of aTerm Loan shall be accompanied by all accrued interest on the amount prepaid,together with any additional amounts required pursuant to Section 3.5. Each suchprepayment pursuant to this Section 2.3 shall be paid to the Lenders inaccordance with their respective Applicable Percentages. Each prepayment of theoutstanding Term Loans pursuant to this Section 2.3 shall be applied to theprincipal repayment installments of the Term Loans (including the installmentdue on the Maturity Date) in inverse order of maturity. Any notice of prepaymentdelivered in connection with any refinancing of all of the Term Loans with theproceeds of such refinancing or of any other incurrence of Indebtedness or theoccurrence of some other identifiable event or condition, may be, if expresslyso stated to be, contingent upon the consummation of such refinancing orincurrence or occurrence of such other identifiable event or condition and maybe revoked by the Borrower in the event such contingency is not met; providedthat the delay or failure of such contingency shall not relieve the Borrowerfrom its obligations in respect thereof under Section 3.5.

1.4[Reserved].

1.5Repayment of Term Loans. The Borrower shall repay to the Lenders theaggregate principal amount of all Term Loans outstanding in quarterlyinstallments of $1,250,000 on the first day of each calendar quarter (commencingJuly 1, 2023) (which installments shall be reduced as a result of theapplication of prepayments in accordance with the order of priority set forth inSection 2.3); provided that the final principal repayment installment of theTerm Loans shall be repaid on the Maturity Date and in any event shall be in anamount equal to the aggregate principal amount of all Term Loans outstanding onsuch date.

1.6Interest.

(a)Interest Rate Generally. Subject to the provisions of Section 2.6(b), (i)each Term SOFR Loan shall bear interest on the outstanding principal amountthereof for each Interest Period at a rate per annum equal to Term SOFR for suchInterest Period plus the Applicable Margin and (ii) each Base Rate

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Loan shall bear interest on the outstanding principal amount thereof from theapplicable borrowing date at a rate per annum equal to the Base Rate (as ineffect from time to time) plus the Applicable Margin.

(b)Default Rate.

(i)If any amount of principal of any Loan is not paid when due (without regardto any applicable grace periods), whether at stated maturity, by acceleration orotherwise, such amount shall thereafter bear interest at a fluctuating interestrate per annum at all times equal to the Default Rate to the fullest extentpermitted by applicable Laws.

(ii)If any amount (other than principal of any Loan) payable by the Borrowerunder any Loan Document is not paid when due (including any applicable graceperiods), whether at stated maturity, by acceleration or otherwise, then uponthe request of the Required Lenders such amount shall thereafter bear interestat a fluctuating interest rate per annum at all times equal to the Default Rateto the fullest extent permitted by applicable Laws.

(iii)Upon the request of the Required Lenders, while any Event of Default exists(other than as set forth in the foregoing subsections (i) and (ii)), theBorrower shall pay interest on the principal amount of all outstandingObligations hereunder at a fluctuating interest rate per annum at all timesequal to the Default Rate to the fullest extent permitted by applicable Laws.

(iv)Accrued and unpaid interest on past due amounts (including interest on pastdue interest) shall be due and payable upon demand.

(c)Interest Payment Dates. Interest on each Loan shall be due and payable inarrears on each Interest Payment Date applicable thereto and at such other timesas may be specified herein. Interest hereunder shall be due and payable inaccordance with the terms hereof before and after judgment, and before and afterthe commencement of any proceeding under any Debtor Relief Law.

(d)Maximum Rate. Notwithstanding anything to the contrary contained in any LoanDocument, the interest paid or agreed to be paid under the Loan Documents shallnot exceed the maximum rate of non-usurious interest permitted by applicable Law(the "Maximum Rate"). If the Administrative Agent or any Lender shall receiveinterest in an amount that exceeds the Maximum Rate, the excess interest shallbe applied to the principal of the Loans or, if it exceeds such unpaidprincipal, refunded to the Borrower. In determining whether the interestcontracted for, charged, or received by the Administrative Agent or a Lenderexceeds the Maximum Rate, such Person may, to the extent permitted by applicableLaw, (i) characterize any payment that is not principal as an expense, fee, orpremium rather than interest, (ii) exclude voluntary prepayments and the effectsthereof and (iii) amortize, prorate, allocate, and spread in equal or unequalparts the total amount of interest throughout the contemplated term of theObligations hereunder.

1.7Fees. The Borrower shall pay to the Arranger and the Administrative Agent,for their own respective accounts, fees in the amounts and at the timesspecified in the Fee Letter. The Borrower shall pay to the Lenders such fees asshall have been separately agreed upon in writing in the amounts and at thetimes so specified (including any upfront fees payable on the Closing Date). Allof the foregoing fees shall be fully earned when paid and shall not berefundable for any reason whatsoever.

1.8Computation of Interest and Fees. All computations of interest for Base RateLoans when the Base Rate is determined by the Prime Rate shall be made on thebasis of a year of 365 or 366 days, as the case may be, and actual days elapsed.All other computations of fees and interest shall be made on the basis of a360-day year and actual days elapsed (which results in more fees or interest, asapplicable, being paid than if computed on the basis of a 365-day year).Interest shall accrue on each Loan for the day on which the Loan is made, andshall not accrue on a Loan, or any portion thereof, for the day on which theLoan or such portion is paid; provided that any Loan that is repaid on the sameday on which it is made shall, subject to Section 2.10(a), bear interest for oneday. Each determination by the Administrative Agent of an interest rate or feehereunder shall be conclusive and binding for all purposes, absent manifesterror.

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1.9Evidence of Debt. The Credit Extensions made by each Lender shall beevidenced by one or more accounts or records maintained by such Lender in theordinary course of business. The Administrative Agent shall maintain theRegister in accordance with Section 10.6(c). The accounts or records maintainedby each Lender shall be conclusive absent manifest error of the amount of theCredit Extensions made by the Lenders to the Borrower and the interest andpayments thereon. Any failure to so record or any error in doing so shall not,however, limit or otherwise affect the obligation of the Borrower hereunder topay any amount owing with respect to the Obligations. In the event of anyconflict between the accounts and records maintained by any Lender and theRegister, the Register shall control in the absence of manifest error. Upon therequest of any Lender made through the Administrative Agent, the Borrower shallexecute and deliver to such Lender (through the Administrative Agent) a Note,which shall evidence such Lender's Loans in addition to such accounts orrecords. Each Lender may attach schedules to its Note and endorse thereon thedate, Type (if applicable), amount and maturity of its Loans and payments withrespect thereto.

1.10Payments Generally; Administrative Agent's Clawback.

(a)General. All payments to be made by the Borrower shall be made free and clearof and without condition or deduction for any counterclaim, defense, recoupmentor setoff. Except as otherwise expressly provided herein, all payments by theBorrower hereunder shall be made to the Administrative Agent, for the account ofthe respective Lenders to which such payment is owed, at the AdministrativeAgent's Office in Dollars and in immediately available funds not later than 2:00p.m. on the date specified herein. The Administrative Agent will promptlydistribute to each Lender its Applicable Percentage (or other applicable shareas provided herein) of such payment in like funds as received by wire transferto such Lender's Lending Office. All payments received by the AdministrativeAgent after 2:00 p.m. shall be deemed received on the next succeeding BusinessDay and any applicable interest or fee shall continue to accrue, unlessotherwise agreed to by the Administrative Agent. If any payment to be made bythe Borrower shall come due on a day other than a Business Day, payment shall bemade on the next following Business Day, and such extension of time shall bereflected in computing interest or fees, as the case may be.

(i)Funding by Lenders; Presumption by Administrative Agent. Unless theAdministrative Agent shall have received notice from a Lender prior to theproposed date of any Borrowing of Loans that such Lender will not make availableto the Administrative Agent such Lender's share of such Borrowing, theAdministrative Agent may assume that such Lender has made such share availableon such date in accordance with Section 2.2 and may, in reliance upon suchassumption, make available to the Borrower a corresponding amount. In suchevent, if a Lender has not in fact made its share of the applicable Borrowingavailable to the Administrative Agent, then the applicable Lender and theBorrower severally agree to pay to the Administrative Agent forthwith on demandsuch corresponding amount in immediately available funds with interest thereon,for each day from and including the date such amount is made available to theBorrower to but excluding the date of payment to the Administrative Agent, at(A) in the case of a payment to be made by such Lender, the greater of theFederal Funds Rate and a rate determined by the Administrative Agent inaccordance with banking or farm credit industry rules on interbank compensation,plus any administrative, processing or similar fees customarily charged by theAdministrative Agent in connection with the foregoing, and (B) in the case of apayment to be made by the Borrower, the interest rate applicable to Base RateLoans. If the Borrower and such Lender shall pay such interest to theAdministrative Agent for the same or an overlapping period, the AdministrativeAgent shall promptly remit to the Borrower the amount of such interest paid bythe Borrower for such period. If such Lender pays its share of the applicableBorrowing to the Administrative Agent, then the amount so paid shall constitutesuch Lender's Loan included in such Borrowing. Any payment by the Borrower shallbe without prejudice to any claim the Borrower may have against a Lender thatshall have failed to make such payment to the Administrative Agent.

(ii)Payments by Borrower; Presumptions by Administrative Agent. Unless theAdministrative Agent shall have received notice from the Borrower prior to thetime at which any payment is due to the Administrative Agent for the account ofthe Lenders hereunder that the Borrower will not make such payment, theAdministrative Agent may assume that the Borrower

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has made such payment on such date in accordance herewith and may, in relianceupon such assumption, distribute to the Lenders the amount due. In such event,if the Borrower has not in fact made such payment, then each of the Lendersseverally agrees to repay to the Administrative Agent forthwith on demand theamount so distributed to such Lender in immediately available funds, withinterest thereon, for each day from and including the date such amount isdistributed to it to but excluding the date of payment to the AdministrativeAgent, at the greater of the Federal Funds Rate and a rate determined by theAdministrative Agent in accordance with banking or farm credit industry rules oninterbank compensation.

With respect to any payment that the Administrative Agent makes for the accountof the Lenders hereunder as to which the Administrative Agent determines (whichdetermination shall be conclusive absent manifest error) that any of thefollowing applies (such payment referred to as the "Rescindable Amount"): (1)the Borrower has not in fact made such payment; (2) the Administrative Agent hasmade a payment in excess of the amount so paid by the Borrower (whether or notthen owed); or (3) the Administrative Agent has for any reason otherwiseerroneously made such payment; then each of the Lenders severally agrees torepay to the Administrative Agent forthwith on demand the Rescindable Amount sodistributed to such Lender, in immediately available funds with interestthereon, for each day from and including the date such amount is distributed toit to but excluding the date of payment to the Administrative Agent, at thegreater of the Federal Funds Rate and a rate determined by the AdministrativeAgent in accordance with banking or farm credit industry rules on interbankcompensation.

A notice of the Administrative Agent to any Lender or the Borrower with respectto any amount owing under this subsection (a) shall be conclusive, absentmanifest error.

(b)Failure to Satisfy Conditions Precedent. If any Lender makes available to theAdministrative Agent funds for any Loan to be made by such Lender as provided inthe foregoing provisions of this Article II, and such funds are not madeavailable to the Borrower by the Administrative Agent because the conditions tothe applicable Credit Extension set forth in Article IV are not satisfied orwaived in accordance with the terms hereof, the Administrative Agent shallreturn such funds (in like funds as received from such Lender) to such Lender,without interest.

(c)Obligations of Lenders Several. The obligations of the Lenders hereunder tomake Loans and to make payments pursuant to Section 10.4(c) are several and notjoint or joint and several. The failure of any Lender to make any Loan or tomake any payment under Section 10.4(c) on any date required hereunder shall notrelieve any other Lender of its corresponding obligation to do so on such date,and no Lender shall be responsible for the failure of any other Lender to somake its Loan, to purchase its participation or to make its payment underSection 10.4(c).

1.11Sharing of Payments by Lenders. If any Lender shall, by exercising any rightof setoff or counterclaim or otherwise, obtain payment in respect of anyprincipal of or interest on any of its Loans or other obligations hereunderresulting in such Lender receiving payment of a proportion of the aggregateamount of its Loans and accrued interest thereon or other such obligations(other than pursuant to Sections 3.1, 3.4, 3.5 or 10.4) greater than its prorata share thereof as provided herein, then the Lender receiving such greaterproportion shall (a) notify the Administrative Agent of such fact, and(b) purchase (for cash at face value) participations in the Loans and such otherobligations of the other Lenders, or make such other adjustments as shall beequitable, so that the benefit of all such payments shall be shared by theLenders ratably in accordance with the aggregate amount of principal of andaccrued interest on their respective Loans and other amounts owing them;provided that:

(i)if any such participations are purchased and all or any portion of thepayment giving rise thereto is recovered, such participations shall be rescindedand the purchase price restored to the extent of such recovery, withoutinterest; and

(ii)the provisions of this Section shall not be construed to apply to (A) anypayment made by or on behalf of the Borrower pursuant to and in accordance withthe express terms of this Agreement (including the application of funds arisingfrom the existence of a Defaulting Lender) or (B) any payment obtained by aLender as consideration for the assignment of or sale

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of a participation in any of its Loans to any assignee or participant, otherthan an assignment to the Borrower or any of its Subsidiaries or Affiliates, asto which the provisions of this Section shall apply.

The Borrower consents to the foregoing and agrees, to the extent it mayeffectively do so under applicable Law, that any Lender acquiring aparticipation pursuant to the foregoing arrangements may exercise against theBorrower rights of setoff and counterclaim with respect to such participation asfully as if such Lender were a direct creditor of the Borrower in the amount ofsuch participation.

This Section 2.11 shall not apply to any action taken by any Farm Credit SystemInstitution with respect to any Farm Credit Equities held by the Borrower.

1.12Defaulting Lenders.

(a)Adjustments. Notwithstanding anything to the contrary contained in thisAgreement, at any time there is more than one Lender, if any Lender becomes aDefaulting Lender, then, until such time as that Lender is no longer aDefaulting Lender, to the extent permitted by applicable Law:

(i)Waivers and Amendments. Such Defaulting Lender's right to approve ordisapprove any amendment, waiver or consent with respect to this Agreement shallbe restricted as set forth in Section 10.1 and in the definition of "RequiredLenders".

(ii)Defaulting Lender Waterfall. Any payment of principal, interest, fees orother amounts received by the Administrative Agent for the account of suchDefaulting Lender (whether voluntary or mandatory, at maturity, pursuant toArticle VIII or otherwise) or received by the Administrative Agent from aDefaulting Lender pursuant to Section 10.8 shall be applied at such time ortimes as may be determined by the Administrative Agent as follows: first, to thepayment of any amounts owing by such Defaulting Lender to the AdministrativeAgent hereunder; second, as the Borrower may request (so long as no Default orEvent of Default exists), to the funding of any Loan in respect of which suchDefaulting Lender has failed to fund its portion thereof as required by thisAgreement, as determined by the Administrative Agent; third, if so determined bythe Administrative Agent and the Borrower, to be held in a deposit account andreleased pro rata in order to satisfy such Defaulting Lender's potential futurefunding obligations with respect to Loans under this Agreement; fourth, to thepayment of any amounts owing to the Lenders as a result of any judgment of acourt of competent jurisdiction obtained by any Lender against such DefaultingLender as a result of such Defaulting Lender's breach of its obligations underthis Agreement; fifth, so long as no Default or Event of Default exists, to thepayment of any amounts owing to the Borrower as a result of any judgment of acourt of competent jurisdiction obtained by the Borrower against such DefaultingLender as a result of such Defaulting Lender's breach of its obligations underthis Agreement; and sixth, to such Defaulting Lender or as otherwise directed bya court of competent jurisdiction; provided that if such payment is a payment ofthe principal amount of any Loans in respect of which such Defaulting Lender hasnot fully funded its appropriate share, such payment shall be applied solely topay the Loans of all Non-Defaulting Lenders on a pro rata basis prior to beingapplied to the payment of any Loans of such Defaulting Lender until such time asall Loans are held by the Lenders pro rata in accordance with the Commitments.Any payments, prepayments or other amounts paid or payable to a DefaultingLender that are applied (or held) to pay amounts owed by a Defaulting Lenderpursuant to this Section 2.12(a)(ii) shall be deemed paid to and redirected bysuch Defaulting Lender, and each Lender irrevocably consents hereto.

(b)Defaulting Lender Cure. If the Borrower and the Administrative Agent agree inwriting that a Lender is no longer a Defaulting Lender, the Administrative Agentwill so notify the parties hereto, whereupon as of the effective date specifiedin such notice and subject to any conditions set forth therein, that Lenderwill, to the extent applicable, purchase at par that portion of outstandingLoans of the other Lenders or take such other actions as the AdministrativeAgent may determine to be necessary to cause the Loans to be held on a pro ratabasis by the Lenders in accordance with their Applicable Percentages, whereuponsuch Lender will cease to be a Defaulting Lender; provided that no adjustmentswill be made retroactively with respect to fees accrued or payments made by oron behalf of the Borrower while that

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Lender was a Defaulting Lender; and provided further that except to the extentotherwise expressly agreed by the affected parties, no change hereunder fromDefaulting Lender to Lender will constitute a waiver or release of any claim ofany party hereunder arising from that Lender having been a Defaulting Lender.

 ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY

1.1Taxes.

(a)Defined Terms. For purposes of this Section 3.1, the term "applicable Law"includes FATCA.

(b)Payments Free of Taxes. Any and all payments by or on account of anyobligation of any Loan Party under any Loan Document shall be made withoutdeduction or withholding for any Taxes, except as required by applicable Law. Ifany applicable Law (as determined in the good faith discretion of an applicableWithholding Agent) requires the deduction or withholding of any Tax from anysuch payment by a Withholding Agent, then the applicable Withholding Agent shallbe entitled to make such deduction or withholding and shall timely pay the fullamount deducted or withheld to the relevant Governmental Authority in accordancewith applicable Law and, if such Tax is an Indemnified Tax, then the sum payableby the applicable Loan Party shall be increased as necessary so that after suchdeduction or withholding has been made (including such deductions andwithholdings applicable to additional sums payable under this Section 3.1) theapplicable Recipient receives an amount equal to the sum it would have receivedhad no such deduction or withholding been made.

(c)Payment of Other Taxes by the Borrower. The Borrower shall timely pay to therelevant Governmental Authority in accordance with applicable Law, or at theoption of the Administrative Agent timely reimburse it for the payment of, anyOther Taxes.

(d)Indemnification by the Borrower. The Borrower shall indemnify each Recipient,within 10 days after demand therefor, for the full amount of any IndemnifiedTaxes (including Indemnified Taxes imposed or asserted on or attributable toamounts payable under this Section 3.1) payable or paid by such Recipient orrequired to be withheld or deducted from a payment to such Recipient and anypenalties, interest and reasonable expenses arising therefrom or with respectthereto, whether or not such Indemnified Taxes were correctly or legally imposedor asserted by the relevant Governmental Authority. A certificate as to theamount of such payment or liability delivered to the Borrower by a Lender (witha copy to the Administrative Agent), or by the Administrative Agent on its ownbehalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e)Indemnification by the Lenders. Each Lender shall severally indemnify theAdministrative Agent, within 10 days after demand therefor, for (i) anyIndemnified Taxes attributable to such Lender (but only to the extent that aLoan Party has not already indemnified the Administrative Agent for suchIndemnified Taxes and without limiting the obligation of the Loan Parties to doso), (ii) any Taxes attributable to such Lender's failure to comply with theprovisions of Section 10.6(d) relating to the maintenance of a ParticipantRegister and (iii) any Excluded Taxes attributable to such Lender, in each case,that are payable or paid by the Administrative Agent in connection with any LoanDocument, and any reasonable expenses arising therefrom or with respect thereto,whether or not such Taxes were correctly or legally imposed or asserted by therelevant Governmental Authority. A certificate as to the amount of such paymentor liability delivered to any Lender by the Administrative Agent shall beconclusive absent manifest error. Each Lender hereby authorizes theAdministrative Agent to set off and apply any and all amounts at any time owingto such Lender under any Loan Document or otherwise payable by theAdministrative Agent to the Lender from any other source against any amount dueto the Administrative Agent under this subsection (e).

(f)Evidence of Payments. As soon as practicable after any payment of Taxes byany Loan Party to a Governmental Authority pursuant to this Section 3.1, suchLoan Party shall deliver to the Administrative Agent the original or a certifiedcopy of a receipt issued by such Governmental Authority

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evidencing such payment, a copy of the return reporting such payment or otherevidence of such payment reasonably satisfactory to the Administrative Agent.

(g)Status of Lenders; Tax Documentation.

(i)Any Lender that is entitled to an exemption from or reduction of withholdingTax with respect to payments made under any Loan Document shall deliver to theBorrower and the Administrative Agent, at the time or times reasonably requestedby the Borrower or the Administrative Agent, such properly completed andexecuted documentation prescribed by applicable Law or reasonably requested bythe Borrower or the Administrative Agent as will permit such payments to be madewithout withholding or at a reduced rate of withholding. In addition, anyLender, if reasonably requested by the Borrower or the Administrative Agent,shall deliver such other documentation prescribed by applicable Law orreasonably requested by the Borrower or the Administrative Agent as will enablethe Borrower or the Administrative Agent to determine whether or not such Lenderis subject to backup withholding or information reporting requirements.Notwithstanding anything to the contrary in the preceding two sentences, thecompletion, execution and submission of such documentation (other than suchdocumentation set forth in Section 3.1(g)(ii)(A), (g)(ii)(B) and (g)(ii)(D)below) shall not be required if in the Lender's reasonable judgment suchcompletion, execution or submission would subject such Lender to any materialunreimbursed cost or expense or would materially prejudice the legal orcommercial position of such Lender.

(ii)Without limiting the generality of the foregoing, in the event that theBorrower is a U.S. Person,

(A)any Lender that is a U.S. Person shall deliver to the Borrower and theAdministrative Agent on or prior to the date on which such Lender becomes aLender under this Agreement (and from time to time thereafter as prescribed byapplicable Law or upon the reasonable request of the Borrower or theAdministrative Agent), executed copies of IRS Form W-9 certifying that suchLender is exempt from U.S. federal backup withholding tax;

(B)any Foreign Lender shall, to the extent it is legally entitled to do so,deliver to the Borrower and the Administrative Agent (in such number of copiesas shall be requested by the recipient) on or prior to the date on which suchForeign Lender becomes a Lender under this Agreement (and from time to timethereafter as prescribed by applicable Law or upon the reasonable request of theBorrower or the Administrative Agent), whichever of the following is applicable:

(1)in the case of a Foreign Lender claiming the benefits of an income tax treatyto which the United States is a party (x) with respect to payments of interestunder any Loan Document, executed copies of IRS Form W-8BEN-E (or W-8BEN, asapplicable) establishing an exemption from, or reduction of, U.S. federalwithholding Tax pursuant to the "interest" article of such tax treaty and (y)with respect to any other applicable payments under any Loan Document, IRS FormW-8BEN-E (or W-8BEN, as applicable) establishing an exemption from, or reductionof, U.S. federal withholding Tax pursuant to the "business profits" or "otherincome" article of such tax treaty;

(2)executed copies of IRS Form W-8ECI;

(3)in the case of a Foreign Lender claiming the benefits of the exemption forportfolio interest under Section 881(c) of the Code, (x) a certificatesubstantially in the form of Exhibit E-1 to the effect that such Foreign Lenderis not a "bank" within the meaning of Section 881(c)(3)(A) of the Code, a "10percent shareholder" of the Borrower within the meaning of Section 881(c)(3)(B)of the Code, or a "controlled foreign corporation" described in Section

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881(c)(3)(C) of the Code (a "U.S. Tax Compliance Certificate") and (y) executedcopies of IRS Form W-8BEN-E (or W-8BEN, as applicable); or

(4)to the extent a Foreign Lender is not the beneficial owner, executed copiesof IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E (orW-8BEN, as applicable), a U.S. Tax Compliance Certificate substantially in theform of Exhibit E-2 or Exhibit E-3, IRS Form W-9, and/or other certificationdocuments from each beneficial owner, as applicable; provided that if theForeign Lender is a partnership and one or more direct or indirect partners ofsuch Foreign Lender are claiming the portfolio interest exemption, such ForeignLender may provide a U.S. Tax Compliance Certificate substantially in the formof Exhibit E-4 on behalf of each such direct and indirect partner;

(C)any Foreign Lender shall, to the extent it is legally entitled to do so,deliver to the Borrower and the Administrative Agent (in such number of copiesas shall be requested by the recipient) on or prior to the date on which suchForeign Lender becomes a Lender under this Agreement (and from time to timethereafter upon the reasonable request of the Borrower or the AdministrativeAgent), executed copies of any other form prescribed by applicable Law as abasis for claiming exemption from or a reduction in U.S. federal withholdingTax, duly completed, together with such supplementary documentation as may beprescribed by applicable Law to permit the Borrower or the Administrative Agentto determine the withholding or deduction required to be made; and

(D)if a payment made to a Lender under any Loan Document would be subject toU.S. federal withholding Tax imposed by FATCA if such Lender were to fail tocomply with the applicable reporting requirements of FATCA (including thosecontained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lendershall deliver to the Borrower and the Administrative Agent at the time or timesprescribed by Law and at such time or times reasonably requested by the Borroweror the Administrative Agent such documentation prescribed by applicable Law(including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and suchadditional documentation reasonably requested by the Borrower or theAdministrative Agent as may be necessary for the Borrower and the AdministrativeAgent to comply with their obligations under FATCA and to determine that suchLender has complied with such Lender's obligations under FATCA or to determinethe amount to deduct and withhold from such payment. Solely for purposes of thisclause (D), "FATCA" shall include any amendments made to FATCA after the date ofthis Agreement.

(iii) Each Lender agrees that if any form or certification it previouslydelivered pursuant to this Section 3.1 expires or becomes obsolete or inaccuratein any respect, it shall update such form or certification or promptly notifythe Borrower and the Administrative Agent in writing of its legal inability todo so.

(h)Treatment of Certain Refunds. If any party determines, in its sole discretionexercised in good faith, that it has received a refund of any Taxes as to whichit has been indemnified pursuant to this Section 3.1 (including by the paymentof additional amounts pursuant to this Section 3.1), it shall pay to theindemnifying party an amount equal to such refund (but only to the extent ofindemnity payments made under this Section with respect to the Taxes giving riseto such refund), net of all out-of-pocket expenses (including Taxes) of suchindemnified party and without interest (other than any interest paid by therelevant Governmental Authority with respect to such refund). Such indemnifyingparty, upon the request of such indemnified party, shall repay to suchindemnified party the amount paid over pursuant to this subsection (h) (plus anypenalties, interest or other charges imposed by the relevant GovernmentalAuthority) in the event that such indemnified party is required to repay suchrefund to such Governmental Authority. Notwithstanding anything to the contraryin this subsection (h), in no event will the indemnified party be required topay any amount to an indemnifying party pursuant to this subsection (h) thepayment of which would place the indemnified party in a less favorable netafter-Tax position than the

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indemnified party would have been in if the Tax subject to indemnification andgiving rise to such refund had not been deducted, withheld or otherwise imposedand the indemnification payments or additional amounts with respect to such Taxhad never been paid. This subsection (h) shall not be construed to require anyindemnified party to make available its Tax returns (or any other informationrelating to its Taxes that it deems confidential) to the indemnifying party orany other Person.

(i)Survival. Each party's obligations under this Section 3.1 shall survive theresignation or replacement of the Administrative Agent or any assignment ofrights by, or the replacement of, a Lender, the termination of the Commitmentsand the repayment, satisfaction or discharge of all other Obligations.

1.2Illegality. If any Lender determines that any Law has made it unlawful, orthat any Governmental Authority has asserted that it is unlawful, for any Lenderor its applicable Lending Office to make, maintain or fund Loans whose interestis determined by reference to SOFR or Term SOFR, or to determine or chargeinterest rates based upon SOFR or Term SOFR, then, upon notice thereof by suchLender to the Borrower (through the Administrative Agent), (a) any obligation ofsuch Lender to make or continue Term SOFR Loans, or to convert Base Rate Loansto Term SOFR Loans, shall be suspended, and (b) if such notice asserts theillegality of such Lender making or maintaining Base Rate Loans the interestrate on which is determined by reference to the Term SOFR component of the BaseRate, the interest rate on which Base Rate Loans of such Lender shall, ifnecessary to avoid such illegality, be determined by the Administrative Agentwithout reference to the Term SOFR component of the Base Rate, in each caseuntil such Lender notifies the Administrative Agent and the Borrower that thecircumstances giving rise to such determination no longer exist. Upon receipt ofsuch notice, (i) the Borrower shall, upon demand from such Lender (with a copyto the Administrative Agent), prepay or, if applicable, convert all Term SOFRLoans of such Lender to Base Rate Loans (the interest rate on which Base RateLoans of such Lender shall, if necessary to avoid such illegality, be determinedby the Administrative Agent without reference to the Term SOFR component of theBase Rate), either on the last day of the Interest Period therefor, if suchLender may lawfully continue to maintain such Term SOFR Loans to such day, orimmediately, if such Lender may not lawfully continue to maintain such Term SOFRLoans and (ii) if such notice asserts the illegality of such Lender determiningor charging interest rates based upon SOFR, the Administrative Agent shallduring the period of such suspension compute the Base Rate applicable to suchLender without reference to the Term SOFR component thereof until theAdministrative Agent is advised in writing by such Lender that it is no longerillegal for such Lender to determine or charge interest rates based upon SOFR.Upon any such prepayment or conversion, the Borrower shall also pay accruedinterest on the amount so prepaid or converted, together with any additionalamounts required pursuant to Section 3.5

1.3Inability to Determine Rates.

(a)If in connection with any request for a Term SOFR Loan or a conversion ofBase Rate Loans to Term SOFR Loans or a continuation of any of such Loans, asapplicable, (i) the Administrative Agent determines (which determination shallbe conclusive absent manifest error) that (A) no Successor Rate has beendetermined in accordance with Section 3.3(b), and the circumstances under clause(i) of Section 3.3(b) or the Scheduled Unavailability Date has occurred, or (B)adequate and reasonable means do not otherwise exist for determining Term SOFRfor any requested Interest Period or determination date(s) with respect to aproposed Term SOFR Loan or in connection with an existing or proposed Base RateLoan, or (ii) the Administrative Agent or the Required Lenders determine that,for any reason, Term SOFR for any requested Interest Period or determinationdate(s) with respect to a proposed Loan does not adequately and fairly reflectthe cost to such Lenders of funding such Loan, the Administrative Agent willpromptly so notify the Borrower and each Lender. Thereafter, (x) the obligationof the Lenders to make or maintain Term SOFR Loans, or to convert Base RateLoans to Term SOFR Loans, shall be suspended (to the extent of the affected TermSOFR Loans or Interest Periods), and (y) in the event of a determinationdescribed in the preceding sentence with respect to the Term SOFR component ofthe Base Rate, the utilization of the Term SOFR component in determining theBase Rate shall be suspended, in each case until the Administrative Agent (or,in the case of a determination by the Required Lenders described in clause (ii)of this Section 3.3(a), until the Administrative Agent upon instruction of theRequired Lenders) revokes such notice. Upon receipt of such notice, (i) theBorrower may revoke any pending request for a Borrowing of, or conversion to, orcontinuation of Term SOFR Loans (to the extent of the affected Term SOFR Loansor Interest Periods or determination date(s)) or, failing that, will be

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deemed to have converted such request into a request for Borrowing of Base RateLoans in the amount specified therein and (ii) any outstanding Term SOFR Loansshall be deemed to have been converted to Base Rate Loans immediately at the endof their respective applicable Interest Period.

(b)Replacement of Term SOFR or Successor Rate. Notwithstanding anything to thecontrary in this Agreement or any other Loan Documents, if the AdministrativeAgent determines (which determination shall be conclusive absent manifesterror), or the Borrower or Required Lenders notify the Administrative Agent(with, in the case of the Required Lenders, a copy to the Borrower) that theBorrower or Required Lenders (as applicable) have determined, that:

(i)adequate and reasonable means do not exist for ascertaining SOFR because SOFRis not available or published on a current basis or for one month interestperiods of Term SOFR, including, without limitation, because the Term SOFRScreen Rate is not available or published on a current basis and suchcircumstances are unlikely to be temporary; or

(ii)CME or any successor administrator of SOFR or the Term SOFR Screen Rate or aGovernmental Authority having jurisdiction over the Administrative Agent or suchadministrator with respect to its publication of SOFR or Term SOFR, in each caseacting in such capacity, has made a public statement identifying a specific dateafter which SOFR or one month interest periods of Term SOFR or the Term SOFRScreen Rate shall or will no longer be made available, or permitted to be usedfor determining the interest rate of Dollar denominated syndicated loans, orshall or will otherwise cease; provided that, in each case, at the time of suchstatement, there is no successor administrator that is satisfactory to theAdministrative Agent that will continue to provide SOFR or such interest periodsof Term SOFR after such specific date (the latest date on which SOFR or onemonth interest periods of Term SOFR or the Term SOFR Screen Rate are no longeravailable permanently or indefinitely, the "Scheduled Unavailability Date");

or, if the events or circumstances of the type described in Section 3.3(b)(i) or(ii) have occurred with respect to the Successor Rate then in effect, then, ineach case, the Administrative Agent and the Borrower may amend this Agreementsolely for the purpose of replacing Term SOFR or any then current Successor Ratein accordance with this Section 3.3 at the end of any Interest Period, relevantinterest payment date or payment period for interest calculated, as applicable,with an alternative benchmark rate giving due consideration to any evolving orthen existing convention for similar Dollar denominated credit facilitiessyndicated and agented in the United States for such alternative benchmark, and,in each case, including any mathematical or other adjustments to such benchmarkgiving due consideration to any evolving or then existing convention for similarDollar denominated credit facilities syndicated and agented in the United Statesfor such benchmark (any such proposed rate, including for the avoidance ofdoubt, any adjustment thereto, a "Successor Rate"). Any such amendment shallbecome effective at 5:00 p.m. on the fifth Business Day after the AdministrativeAgent shall have posted such proposed amendment to all Lenders and the Borrowerunless, prior to such time, Lenders comprising the Required Lenders havedelivered to the Administrative Agent written notice that such Required Lendersobject to such amendment.

The Administrative Agent will promptly (in one or more notices) notify theBorrower and each Lender of the implementation of any Successor Rate.

Any Successor Rate shall be applied in a manner consistent with market practice;provided that to the extent such market practice is not administrativelyfeasible for the Administrative Agent, such Successor Rate shall be applied in amanner as otherwise reasonably determined by the Administrative Agent.

Notwithstanding anything else herein, if at any time any Successor Rate as sodetermined would otherwise be less than zero, the Successor Rate will be deemedto be zero for the purposes of this Agreement and the other Loan Documents.

In connection with the implementation of a Successor Rate, the AdministrativeAgent will have the right to make Conforming Changes from time to time and,notwithstanding anything to the contrary

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herein or in any other Loan Document, any amendments implementing suchConforming Changes will become effective without any further action or consentof any other party to this Agreement; provided that, with respect to any suchamendment effected, the Administrative Agent shall post each such amendmentimplementing such Conforming Changes to the Borrower and the Lenders reasonablypromptly after such amendment becomes effective.

For purposes of this Section 3.3, those Lenders that either have not made, or donot have an obligation under this Agreement to make, the relevant Loans shall beexcluded from any determination of Required Lenders.

1.4Increased Costs.

(a)Increased Costs Generally. If any Change in Law shall:

(i)impose, modify or deem applicable any reserve, special deposit, compulsoryloan, insurance charge or similar requirement against assets of, deposits withor for the account of, or credit extended or participated in by, any Lender;

(ii)subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B)Taxes described in clauses (b) through (d) of the definition of Excluded Taxesand (C) Connection Income Taxes) on its loans, loan principal, letters ofcredit, commitments, or other obligations, or its deposits, reserves, otherliabilities or capital attributable thereto; or

(iii)impose on any Lender any other condition, cost or expense (other thanTaxes) affecting this Agreement or Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to suchLender or such other Recipient of making, converting to, continuing ormaintaining any Loan or of maintaining its obligation to make any such Loan, orto reduce the amount of any sum received or receivable by such Lender or suchother Recipient hereunder (whether of principal, interest or any other amount)then, upon request of such Lender or such other Recipient, the Borrower will payto such Lender or such other Recipient, as the case may be, such additionalamount or amounts as will compensate such Lender or such other Recipient, as thecase may be, for such additional costs incurred or reduction suffered.

(b)Capital Requirements. If any Lender determines that any Change in Lawaffecting such Lender or any Lending Office of such Lender or such Lender'sholding company, if any, regarding capital or liquidity requirements has orwould have the effect of reducing the rate of return on such Lender's capital oron the capital of such Lender's holding company, if any, as a consequence ofthis Agreement, the Commitments of such Lender or the Loans made by such Lenderto a level below that which such Lender or such Lender's holding company couldhave achieved but for such Change in Law (taking into consideration suchLender's policies and the policies of such Lender's holding company with respectto capital adequacy), then from time to time the Borrower will pay to suchLender such additional amount or amounts as will compensate such Lender or suchLender's holding company for any such reduction suffered.

(c)Certificates for Reimbursement. A certificate of a Lender setting forth theamount or amounts necessary to compensate such Lender or its holding company, asthe case may be, as specified in subsection (a) or (b) of this Section anddelivered to the Borrower, shall be conclusive absent manifest error. TheBorrower will pay such Lender the amount shown as due on any such certificatewithin 10 days after receipt thereof.

(d)Delay in Requests. Failure or delay on the part of any Lender to demandcompensation pursuant to the foregoing provisions of this Section 3.4 shall notconstitute a waiver of such Lender's right to demand such compensation; providedthat the Borrower shall not be required to compensate a Lender pursuant to thisSection for any increased costs incurred or reductions suffered more than ninemonths prior to the date that such Lender notifies the Borrower of the Change inLaw giving rise to such increased costs or reductions and of such Lender'sintention to claim compensation therefor (except that,

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if the Change in Law giving rise to such increased costs or reductions isretroactive, then the nine-month period referred to above shall be extended toinclude the period of retroactive effect thereof).

1.5Compensation for Losses. Upon demand of any Lender (with a copy to theAdministrative Agent) from time to time, the Borrower shall promptly compensatesuch Lender for and hold such Lender harmless from any loss, cost or expenseincurred by it as a result of:

(a)any continuation, conversion, payment or prepayment of any Term SOFR Loan ona day other than the last day of the Interest Period for such Term SOFR Loan(whether voluntary, mandatory, automatic, by reason of acceleration, orotherwise);

(b)any failure by the Borrower (for a reason other than the failure of suchLender to make a Loan) to prepay, borrow, continue or convert any Term SOFR Loanon the date or in the amount notified by the Borrower; or

(c)any assignment of a Term SOFR Loan on a day other than the last day of theInterest Period therefor as a result of a request by the Borrower pursuant toSection 3.6;

including any loss of anticipated profits and any loss or expense arising fromthe liquidation or reemployment of funds obtained by it to maintain such Loan orfrom fees payable to terminate the deposits from which such funds were obtained.The Borrower shall also pay any customary administrative fees charged by suchLender in connection with the foregoing.

1.6Mitigation Obligations; Replacement of Lenders.

(a)Designation of a Different Lending Office. If any Lender requestscompensation under Section 3.4, or requires the Borrower to pay any IndemnifiedTaxes or additional amounts to any Lender or any Governmental Authority for theaccount of any Lender pursuant to Section 3.1, then such Lender shall (at therequest of the Borrower) use reasonable efforts to designate a different LendingOffice for funding or booking its Loans hereunder or to assign its rights andobligations hereunder to another of its offices, branches or affiliates, if, inthe judgment of such Lender, such designation or assignment (i) would eliminateor reduce amounts payable pursuant to Section 3.1 or 3.4, as the case may be, inthe future, and (ii) in each case, would not subject such Lender to anyunreimbursed cost or expense and would not otherwise be disadvantageous to suchLender. The Borrower hereby agrees to pay all reasonable costs and expensesincurred by any Lender in connection with any such designation or assignment.

(b)Replacement of Lenders. If any Lender requests compensation under Section3.4, or if the Borrower is required to pay any Indemnified Taxes or additionalamounts to any Lender or any Governmental Authority for the account of anyLender pursuant to Section 3.1, and in each case, such Lender has declined or isunable to designate a different lending office in accordance with Section3.6(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, thenthe Borrower may, at its sole expense and effort, upon notice to such Lender andthe Administrative Agent, require such Lender to assign and delegate, withoutrecourse (in accordance with and subject to the restrictions contained in, andconsents required by, Section 10.6), all of its interests, rights (other thanits existing rights to payments pursuant to Sections 3.1 and 3.4) andobligations under this Agreement and the related Loan Documents to an EligibleAssignee that shall assume such obligations (which assignee may be anotherLender, if a Lender accepts such assignment); provided that:

(i)the Borrower shall have paid to the Administrative Agent the assignment fee(if any) specified in Section 10.6(b);

(ii)such Lender shall have received payment of an amount equal to theoutstanding principal of its Loans, accrued interest thereon, accrued fees andall other amounts payable to it hereunder and under the other Loan Documents(including any amounts under Section 3.5) from the assignee (to the extent ofsuch outstanding principal and accrued interest and fees) or the Borrower (inthe case of all other amounts);

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(iii)in the case of any such assignment resulting from a claim for compensationunder Section 3.4 or payments required to be made pursuant to Section 3.1, suchassignment will result in a reduction in such compensation or paymentsthereafter;

(iv)such assignment does not conflict with applicable Law; and

(v)in the case of an assignment resulting from a Lender becoming aNon-Consenting Lender, the applicable assignee shall have consented to theapplicable amendment, waiver or consent.

A Lender shall not be required to make any such assignment or delegation if,prior thereto, as a result of a waiver by such Lender or otherwise, thecircumstances entitling the Borrower to require such assignment and delegationcease to apply.

(c)Selection of Lending Office. Subject to Section 3.6(a), each Lender may makeany Loan to the Borrower through any Lending Office, provided that the exerciseof this option shall not affect the obligations of the Borrower to repay suchLoan in accordance with the terms of this Agreement or otherwise alter therights of the parties hereto.

1.7Survival. All of the Borrower's obligations under this Article III shallsurvive termination of the Aggregate Commitments, repayment of all otherObligations hereunder, and resignation of the Administrative Agent.

 ARTICLE IV CONDITIONS PRECEDENT TO EFFECTIVENESS AND FUNDING

1.1Conditions of Effectiveness and Funding. The effectiveness of this Agreementon the Closing Date and the obligation of each Lender as of the Closing Date tomake its Loan on the Closing Date hereunder are subject to the satisfaction ofthe following conditions precedent:

(a)Documentation. The Administrative Agent shall have received, in form andsubstance satisfactory to the Administrative Agent and each Lender, each of thefollowing, duly executed and acknowledged where appropriate by all partiesthereto:

(i)this Agreement, the Guaranty and a Note in favor of each Lender requesting aNote;

(ii)a certificate from a Senior Officer of the Borrower certifying (A) that therepresentations and warranties of the Borrower contained in Article V and ofeach Loan Party contained in each other Loan Document are true and correct inall material respects (or, in the case of any such representation and warrantythat is subject to materiality or Material Adverse Effect qualifications, in allrespects) on and as of the Closing Date, and (B) that no Default or Event ofDefault has occurred and is continuing as of the Closing Date, and no Default orEvent of Default shall occur on the Closing Date as a result of making anyCredit Extension on the Closing Date or from the application of the proceedsthereof;

(iii)a certificate of a Senior Officer of each Loan Party certifying as to theincumbency and genuineness of the signature of each officer of such Loan Partyexecuting Loan Documents to which it is a party and certifying that attachedthereto are true, correct and complete copies of (A) the Organization Documentsof such Loan Party (which, in the case of the articles or certificate ofincorporation or formation (or equivalent), shall be certified as of a recentdate by the appropriate Governmental Authority in its jurisdiction ofincorporation, organization or formation (or equivalent), as applicable), (B)resolutions duly adopted by the board of directors (or other governing body) ofsuch Loan Party authorizing and approving the transactions contemplatedhereunder and the execution, delivery and performance of this Agreement and theother Loan Documents to which it is a party and (C) certificates as of a recentdate of the good standing or existence (as applicable) of such Loan Party underthe Laws of its jurisdiction of incorporation, organization or formation (orequivalent), as applicable, and each other jurisdiction

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where such Loan Party is qualified to do business where the failure to bequalified could reasonably be expected to have a Material Adverse Effect; and

(iv)favorable opinions of counsel to the Loan Parties addressed to theAdministrative Agent and the Lenders with respect to the Loan Parties, the LoanDocuments and such other matters as the Administrative Agent shall request(which such opinions shall expressly permit reliance by permitted successors andassigns of the Administrative Agent and the Lenders).

(b)Due Diligence. The Administrative Agent shall have completed, to itssatisfaction, all legal, tax, environmental, business and other due diligencewith respect to the business, assets, liabilities, operations and condition(financial or otherwise) of the Borrower and its Subsidiaries in scope anddetermination satisfactory to the Administrative Agent in its sole discretion.

(c)No Default or Event of Default / Accuracy of Representations and Warranties.No Default or Event of Default shall have occurred and be continuing as of theClosing Date, and no Default or Event of Default shall occur on the Closing Dateas a result of making any Credit Extension on the Closing Date or from theapplication of the proceeds thereof. The representations and warranties of theBorrower contained in Article V and of each Loan Party contained in each otherLoan Document shall be true and correct in all material respects (or, in thecase of any such representation and warranty that is subject to materiality orMaterial Adverse Effect qualifications, in all respects) on and as of theClosing Date.

(d)Farm Credit Equities. The Borrower shall have made at least the minimumequity investment in each Farm Credit Lender required by Section 6.19(a), andthe Administrative Agent shall have received such other documentation andinformation requested in connection therewith.

(e)PATRIOT Act, etc. Each Loan Party shall have provided to the AdministrativeAgent and the Lenders the documentation and other information requested by theAdministrative Agent and the Lenders in order to comply with requirements ofapplicable "know your customer" rules and regulations and Anti-Money LaunderingLaws, including the PATRIOT Act, in each case at least three (3) Business Daysprior to the Closing Date. At least three (3) Business Days prior to the ClosingDate, any Loan Party that qualifies as a "legal entity customer" under theBeneficial Ownership Regulation shall have delivered to each Lender that sorequests, a Beneficial Ownership Certification in relation to such Loan Party.

(f)Loan Notice. The Administrative Agent shall have received a duly completedLoan Notice with respect to any Borrowings to be made on the Closing Date.

(Video) The Andersons And Beyond - Grain

(g)Payment of Fees and Expenses. The Borrower shall have paid, or madearrangements to pay concurrently with the closing on the Closing Date, to theAdministrative Agent, the Arranger and the Lenders all fees and other amountsdue and payable on or prior to the Closing Date, including, to the extentinvoiced, amounts required to be reimbursed or paid in respect of out-of-pocketexpenses (including fees and expenses of counsel).

Without limiting the generality of the provisions of Section 9.3, for purposesof determining compliance with the conditions specified in this Section 4.1,each Lender that has signed this Agreement shall be deemed to have consented to,approved or accepted or to be satisfied with, each document or other matterrequired thereunder to be consented to or approved by or acceptable orsatisfactory to a Lender unless the Administrative Agent shall have receivednotice from such Lender prior to the proposed Closing Date specifying itsobjection thereto.

 ARTICLE V REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Lenders that:

1.1Litigation and Proceeds. Except as set forth on Schedule 5.1 as of theClosing Date, and except for judgments and pending or, to the Borrower'sknowledge, threatened litigation, contested claims

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and governmental proceedings which, in the aggregate, could not reasonably beexpected to have a Material Adverse Effect, no judgments are outstanding againstthe Borrower and its Consolidated Subsidiaries, nor is there pending orthreatened in writing any litigation, contested claim, or governmentalproceeding by, against or with respect to the Borrower and its ConsolidatedSubsidiaries that could reasonably be expected to have a Material AdverseEffect.

1.2Other Agreements. Except as set forth on Schedule 5.2 as of the Closing Date,none of the Borrower and its Consolidated Subsidiaries is in default under anycontract, lease or commitment to which it is a party or by which it is bound,except those which could not reasonably be expected to have a Material AdverseEffect. Except as set forth on Schedule 5.2 as of the Closing Date, the Borrowerknows of no dispute relating to any contract, lease, or commitment of theBorrower and its Consolidated Subsidiaries, except those which could notreasonably be expected to have a Material Adverse Effect.

1.3Licenses, Patents, Copyrights, Trademarks and Trade Names. There is noaction, proceeding, claim or complaint pending or threatened in writing to bebrought to the Borrower or a Consolidated Subsidiary by any Person which mightjeopardize any of the Borrower and its Consolidated Subsidiaries' interest inany licenses, patents, copyrights, trademarks, trade names or applicationsexcept those which, in the aggregate, could not reasonably be expected to have aMaterial Adverse Effect.

1.4Liens. Except as permitted under Section 6.10, all of the Property of theBorrower and its Consolidated Subsidiaries is free and clear of all Liens.

1.5Location of Assets; Chief Executive Office. The chief executive office of theBorrower is located at 1947 Briarfield Boulevard, Maumee, Ohio 43537. As of theClosing Date, the books and records of the Borrower are located at the chiefexecutive office of the Borrower. If the Borrower shall intend to make anychange in any of such locations, the Borrower shall notify the AdministrativeAgent at least thirty (30) days prior to such change.

1.6Tax Liabilities. The Borrower and its Consolidated Subsidiaries have filedall material federal, state and local tax reports and returns required by anylaw or regulation to be filed by the Borrower and its Consolidated Subsidiariesand they have either duly paid all taxes, duties and charges indicated to be dueon the basis of such returns and reports or have made adequate provision for thepayment thereof, and the assessment of any material amount of additional taxesin excess of those paid and reported is not reasonably expected. The reservesfor taxes reflected on Borrower's Consolidated balance sheet are adequate inamount for the payment of all liabilities for all taxes (whether or notdisputed) of the Borrower and its Consolidated Subsidiaries accrued through thedate of such balance sheet.

1.7Indebtedness. Except as contemplated by this Agreement, as disclosed onSchedule 5.7 as of the Closing Date and as disclosed on the financial statementsidentified in Section 5.13, the Borrower has no other Indebtedness, ContingentObligations or liabilities, outstanding bonds, letters of credit or acceptancesto any other Person or loan commitments from any other Person, other thanaccounts payable incurred in the ordinary course of business. Schedule 5.7 setsforth all Unsecured Debt and Secured Debt that is outstanding as of the ClosingDate.

1.8Affiliates. The Borrower and its Consolidated Subsidiaries have noAffiliates, other than their directors, officers, agents and employees and thosePersons disclosed on Schedule 5.8, as updated from time to time by Borrower, andthe legal relationship of the Borrower and its Consolidated Subsidiaries to eachsuch Affiliate is accurately and completely described thereon.

1.9Environmental Matters. Except as disclosed on Schedule 5.9 as of the ClosingDate, (a) the Borrower and its Consolidated Subsidiaries have not received anynotice to the effect, or have any knowledge, that the Property or theiroperations are not in compliance with any of the requirements of applicablefederal, state and local environmental, health and safety statutes andregulations ("Environmental Laws") or are the subject of any federal or stateinvestigation evaluating whether any remedial action is needed to respond to arelease of any toxic or hazardous waste or substance into the environment, whichnoncompliance or remedial action could reasonably be expected to have a MaterialAdverse Effect; (b) there have been no releases of hazardous materials at, on orunder the Property that,

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singly or in the aggregate, could reasonably be expected to have a MaterialAdverse Effect; (c) there are no underground storage tanks, active or abandoned,including without limitation petroleum storage tanks, on or under the Propertythat, singly or in the aggregate, could reasonably be expected to have aMaterial Adverse Effect; (d) the Borrower and its Consolidated Subsidiaries havenot directly transported or directly arranged for the transportation of anyhazardous material to any location which is listed or proposed for listing onthe National Priorities List pursuant to CERCLA or on any similar state list orwhich is the subject of federal, state or local enforcement actions or otherinvestigations which may lead to material claims against the Borrower and itsConsolidated Subsidiaries for any remedial work, damage to natural resources orpersonal injury, including without limitation, claims under CERCLA; and (e) noconditions exist at, on or under the Property which, with the giving of notice,would rise to any liability under any Environmental Laws that could reasonablybe expected to have a Material Adverse Effect.

1.10Existence. Each of the Borrower and its Consolidated Subsidiaries is acorporation, partnership (in the case of Subsidiaries only) or limited liabilitycompany duly and properly incorporated or formed, as the case may be, validlyexisting and (to the extent such concept applies to such entity) in goodstanding under the laws of its jurisdiction of incorporation or organization andhas all requisite authority to conduct its business in each jurisdiction inwhich its business is conducted, except for those jurisdictions in which thefailure so to qualify, in the aggregate, could not reasonably be expected tohave a Material Adverse Effect.

1.11Authority. The execution and delivery by the Borrower of this Agreement andall of the other Loan Documents and the performance of the Borrower'sobligations hereunder and thereunder: (a) are within the Borrower's powers; (b)are duly authorized by the Borrower's board of directors; (c) are not incontravention of the terms of the Borrower's articles or certificate ofincorporation or code of regulations; (d) are not in contravention of any law orlaws, or of the terms of any indenture, agreement or undertaking to which theBorrower is a party or by which the Borrower or any of the Borrower's Propertyis bound; (e) do not require any consent, registration or approval of anyGovernmental Authority or of any other Person, except such consents or approvalsas have been obtained; (f) do not contravene any contractual restriction or Lawsbinding upon the Borrower; and (g) will not, except as contemplated or permittedby this Agreement, result in the imposition of any lien, charge, securityinterest or encumbrance upon any Property of the Borrower under any existingindenture, mortgage, deed of trust, loan or credit agreement or other materialagreement or instrument to which the Borrower is a party or by which theBorrower or any of the Borrower's Property may be bound or affected.

1.12Binding Effect. This Agreement and all of the other Loan Documents set forththe legal, valid and binding obligations of the Borrower and the Guarantors ofthe Obligations, respectively, and are enforceable against the Borrower and theGuarantors of the Obligations, respectively, in accordance with their respectiveterms.

1.13Correctness of Financial Statements. The Consolidated financial statementsdelivered from time to time by the Borrower to the Lenders present fairly thefinancial condition of the Borrower and its Consolidated Subsidiaries (includingExcluded Subsidiaries), and have been prepared in accordance with GAAP.

1.14Employee Controversies. Except as set forth in Schedule 5.14 as of theClosing Date, there are no controversies pending or, to the best of theBorrower's knowledge, threatened between the Borrower and its ConsolidatedSubsidiaries or any of their employees, other than employee grievances arisingin the ordinary course of business or which could not, in the aggregate,reasonably be expected to result in a Material Adverse Effect.

1.15Ownership of Properties. Except as set forth on Schedule 5.15 as of theClosing Date, the Borrower and its Consolidated Subsidiaries will have goodtitle, free of all material defects, and free of all Liens other than Lienspermitted under Section 6.10, to all of the Property and assets reflected in theBorrower's most recent consolidated financial statements provided to theAdministrative Agent as owned by the Borrower and its Consolidated Subsidiaries(other than as may have been disposed of in a manner permitted by Section 6.14).

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1.16Compliance with Laws and Regulations. The Borrower and its Subsidiaries arein compliance with all Laws relating to the business operations and the assetsof the Borrower and its Subsidiaries, except for Laws, the violation of whichcould not reasonably be expected to result in a Material Adverse Effect.

1.17Solvency. The Borrower and its Consolidated Subsidiaries are solvent, ableto pay their debts generally as such debts mature, and have capital sufficientto carry on their business and all businesses in which they are about to engage.The saleable value of the total Consolidated assets of the Borrower and itsConsolidated Subsidiaries at a fair valuation, and at a present fair saleablevalue, is greater than the amount of total Consolidated obligations of theBorrower and its Consolidated Subsidiaries to all Persons (taking into account,as applicable, rights of contribution, subrogation and indemnity with regard toobligations shared with others).

1.18ERISA. Except as would not reasonably be expected to have a Material AdverseEffect: (a) no ERISA Events have occurred or could reasonably be expected tooccur in connection with any Plans or Multiemployer Plans, (b) no "prohibitedtransactions," as such term is defined in ERISA, have occurred in connectionwith any Employee Plans and (c) the Employee Plans are otherwise in compliancewith all applicable provisions of ERISA and the Code.

1.19Margin Regulations. No proceeds of any Loans will be used for purchasing orcarrying any margin securities or for the purpose of reducing or retiring anyIndebtedness which was originally incurred to purchase any margin securities inviolation of Regulations T, U or X of the Board of Governors of the FederalReserve System.

1.20Investment Company Act Not Applicable. Neither the Borrower nor anyGuarantor is an "investment company", or a company "controlled" by an"investment company", within the meaning of the Investment Company Act of 1940,as amended.

1.21Full Disclosure.

(a)All factual information taken as a whole in the materials furnished by or onbehalf of the Borrower to the Administrative Agent or any Lender for purposes ofor in connection with the transactions contemplated under this Agreement and theother Loan Documents, does not contain any untrue statement of a material factor omit to state any material fact necessary to keep the statements containedtherein from being misleading as of the date of this Agreement, and thereafteras supplemented by information provided to the Administrative Agent or theLenders in writing pursuant to this Agreement. The financial projections andother financial information furnished to the Administrative Agent and theLenders by the Borrower and to be delivered under this Agreement, were preparedin good faith on the basis of information and assumptions that the Borrowerbelieved to be reasonable as of the date of such information.

(b)The information included in any Beneficial Ownership Certification, if andwhen delivered, is true and correct in all respects.

1.22Intellectual Property. The Borrower and its Consolidated Subsidiaries own orpossess (or will be licensed or otherwise have the full right to use) allintellectual property that is necessary for the operation of their business,without any known conflict with the rights of others. No product of the Borrowerand its Consolidated Subsidiaries infringes upon any intellectual property ownedby any other Person and no claim or litigation is pending or (to the knowledgeof the Borrower) threatened against or affecting such Person, contesting itsright to sell or to use any product or material, in any case which couldreasonably be expected to have a Material Adverse Effect.

1.23Survival of Warranties. All representations and warranties contained in thisAgreement or any of the other Loan Documents shall survive the execution anddelivery of this Agreement and shall be true from the date of this Agreementuntil the Obligations shall be paid in full and the Lenders shall cease to becommitted to make Loans under this Agreement.

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1.24No Material Adverse Effect; No Default or Event of Default. Since December31, 2022, there has not occurred a Material Adverse Effect. No Default or Eventof Default has occurred and is continuing.

1.25Anti-Corruption Laws; Anti-Money Laundering Laws; Sanctions. The Borrower,its Subsidiaries and their respective officers and, to the knowledge of theBorrower, its employees, directors and agents, are in compliance withAnti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions in allmaterial respects. The Borrower has implemented and maintains in effect foritself and its Subsidiaries policies and procedures to ensure compliance by theBorrower, its Subsidiaries, and their respective officers, employees, directorsand agents, with Anti-Corruption Laws, Anti-Money Laundering Laws and applicableSanctions. None of the Borrower, any of its Subsidiaries or any directors,officer, or employee, or, to the best of the Borrower's knowledge, affiliates ofthe Borrower or any of its Subsidiaries is an individual or entity that is, oris 50% or more owned or controlled by individuals or entities that are (i) thesubject of any applicable Sanctions, (ii) included on OFAC's List of SpeciallyDesignated Nationals or HMT's Consolidated List of Financial Sanctions Targets,or any similar list enforced by any other relevant sanctions authority underSanctions or (iii) organized or resident in a country or territory that is thesubject of comprehensive Sanctions (as of the Closing Date, the so-calledDonetsk People's Republic, the so-called Luhansk People's Republic, the CrimeaRegion of Ukraine, Cuba, Iran, North Korea and Syria) (each a "SanctionedPerson").

1.26Affected Financial Institution. Neither the Borrower nor any Guarantor is anAffected Financial Institution.

1.27Plan Assets; Prohibited Transactions. The Borrower is not an entity deemedto hold "plan assets" within the meaning of 29 C.F.R. 2510.3-101, as modifiedby Section 3(42) of ERISA ("Plan Assets"), of an employee benefit plan (asdefined in Section 3(3) of ERISA) which is subject to Title I of ERISA or anyplan (within the meaning of Section 4975 of the Code) which is subject toSection 4975 of the Code. To the Borrower's knowledge, the transactionscontemplated hereunder do not violate any law, rule or regulation which issubstantially similar to the prohibited transaction provisions of Section 406(a)of ERISA or Section 4975(c)(1)(A)-(D) of the Code.

1.28Farm Credit Eligibility. The Borrower is an entity eligible to borrow fromFarm Credit Lenders.

 ARTICLE VI COVENANTS

During the term of this Agreement, unless the Required Lenders shall otherwiseconsent in writing:

1.1Financial Reporting and Other Information. Except as otherwise expresslyprovided for in this Agreement, the Borrower shall keep proper books of recordand account in which full and true entries will be made of all dealings andtransactions of or in relation to the business and affairs of the Borrower andits Consolidated Subsidiaries, in accordance with GAAP, and the Borrower shallcause to be furnished to the Administrative Agent (with copies to the otherLenders) from time to time and in a form acceptable to the Administrative Agent:

(a)As soon as practicable and in any event within ninety (90) days after the endof each fiscal year of the Borrower, (i) copies of all SEC 10(K) filings of theBorrower, together with a Compliance Certificate for such fiscal year (which SEC10(K) filings, for the avoidance of doubt, shall include the Borrower's auditedConsolidated financials), and (ii) if at the end of such fiscal year, (x) anyExcluded Subsidiary owns or contributes more than 10% of Consolidated EBITDA orgross assets for the Borrower and its Consolidated Subsidiaries (includingExcluded Subsidiaries) or (y) the Excluded Subsidiaries in the aggregate own orcontribute more than 25% of Consolidated EBITDA or gross assets for the Borrowerand its Consolidated Subsidiaries (including Excluded Subsidiaries), auditedConsolidated statements of income, retained earnings and cash flow of certain ofthe Excluded Subsidiaries for such year (as required below), and a Consolidatedbalance sheet of certain of the Excluded Subsidiaries for such year (as requiredbelow), all in reasonable detail and satisfactory in scope

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to the Administrative Agent and audited in form, manner and scope substantiallysimilar to the Borrower's audited Consolidated financials generally. Withrespect to reporting for Excluded Subsidiaries, no audited financial statementsshall be required for any Excluded Subsidiary that owns or contributes less than5% of Consolidated EBITDA or gross assets for the Borrower and its ConsolidatedSubsidiaries (each, an "Immaterial Reporting Subsidiary"), unless all suchImmaterial Reporting Subsidiaries, taken together, own or contribute more than10% of Consolidated EBITDA or gross assets for the Borrower and its ConsolidatedSubsidiaries. If such 10% threshold is exceeded, then the Borrower shall provideaudited financials for such number of Immaterial Reporting Subsidiaries as isnecessary so that Consolidated EBITDA or gross assets controlled or owned byunaudited Immaterial Reporting Subsidiaries is less than or equal to 10% ofConsolidated EBITDA or gross assets for the Borrower and its ConsolidatedSubsidiaries. The Administrative Agent shall be entitled to select whichImmaterial Reporting Subsidiaries are subject to audit requirements if theBorrower fails to do so. All such selections shall be made and reporting shallbe provided no later than the date on which the Borrower's audited financialsare required to be provided (with all audited information being provided inform, manner and scope substantially similar to the Borrower's auditedConsolidated financials).

(b)As soon as practicable and in any event within forty-five (45) days after theend of each of the first three quarterly accounting periods in each fiscal yearof the Borrower: (i) (A) copies of all SEC 10(Q) filings of the Borrower, and(B) a Compliance Certificate, accompanied by supporting information satisfactoryin scope and detail to the Administrative Agent; and (ii) if at the end of suchfiscal quarter, (x) any Excluded Subsidiary owns or contributes more than 10% ofConsolidated EBITDA or gross assets for the Borrower and its ConsolidatedSubsidiaries (including Excluded Subsidiaries) or (y) the Excluded Subsidiariesin the aggregate own or contribute more than 25% of Consolidated EBITDA or grossassets for the Borrower and its Consolidated Subsidiaries (including ExcludedSubsidiaries) (1) Consolidated statements of income and retained earnings of theExcluded Subsidiaries for such quarterly period and for the period from thebeginning of the current fiscal year to the end of such quarterly period, and(2) a Consolidated balance sheet of the Excluded Subsidiaries as of the end ofsuch quarterly period, all in reasonable detail and certified as accurate by thechief financial officer or the vice president of finance and treasurer of theBorrower, subject to changes resulting from normal year-end adjustments. Withrespect to reporting for Excluded Subsidiaries, no financial statements shall berequired for any Immaterial Reporting Subsidiary, unless all such ImmaterialReporting Subsidiaries, taken together, own or contribute more than 10% ofConsolidated EBITDA or gross assets for the Borrower and its ConsolidatedSubsidiaries (including Excluded Subsidiaries). If such 10% threshold isexceeded, then the Borrower shall provide certified financials for such numberof Immaterial Reporting Subsidiaries as is necessary so that Consolidated EBITDAor gross assets controlled or owned by unaudited Immaterial ReportingSubsidiaries is less than or equal to 10% of Consolidated EBITDA or gross assetsfor the Borrower and its Consolidated Subsidiaries (including ExcludedSubsidiaries). The Administrative Agent shall be entitled to select whichImmaterial Reporting Subsidiaries are subject to financial reportingrequirements if the Borrower fails to do so. All such selections shall be madeand reporting shall be provided no later than the date on which the Borrower'sfinancials are required to be provided.

(c)Concurrently with the delivery of the Compliance Certificate referred to inSection 6.1(a) and (b), the following updated Schedules to this Agreement (whichmay be attached to the Compliance Certificate) to the extent required to makethe representation related to such Schedule true and correct as of the date ofsuch Compliance Certificate: Schedules 1.1(a), 1.1(c), 5.8 and 6.18; providedthat, Schedule 1.1(a) may only be amended with the prior written consent of theBorrower and the Administrative Agent; provided, further, with the understandingthat a Guarantor may only become an Excluded Subsidiary with the prior writtenconsent of the Borrower and the Required Lenders.

(d)Promptly after request therefor by the Administrative Agent, a copy of theplan and forecast of the Borrower for the applicable fiscal year for which suchrequest is made.

(e)Promptly upon the furnishing thereof to the shareholders of the Borrower,copies of all financial statements, reports and proxy statements so furnished.

(f)Promptly upon the filing thereof, copies of all registration statements andannual, quarterly, monthly or other regular reports which the Borrower and itsConsolidated Subsidiaries file with the U.S. Securities and Exchange Commission.

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(g)On or promptly after any time at which the Borrower or any Subsidiary becomessubject to the Beneficial Ownership Regulation, a completed Beneficial OwnershipCertification in form and substance acceptable to the Administrative Agent.

(h)Such other information (including non-financial information and environmentalreports) as the Administrative Agent or any Lender may from time to timereasonably request, including information and documentation reasonably requestedby the Administrative Agent or any Lender for purposes of compliance with theBeneficial Ownership Regulation and applicable "know your customer" requirementsunder the PATRIOT Act or other applicable Anti-Money Laundering Laws.

Any financial statement required to be furnished pursuant to Section 6.1(a) orSection 6.1(b) shall be deemed to have been furnished on the date on which theBorrower has filed such financial statement with the U.S. Securities andExchange Commission and is available on the EDGAR website on the Internet atwww.sec.gov or any successor government website that is freely and readilyavailable to the Administrative Agent and the Lenders without charge.Notwithstanding the foregoing, the Borrower shall deliver paper or electroniccopies of any such financial statement to the Administrative Agent if theAdministrative Agent requests the Borrower to furnish such paper or electroniccopies until written notice to cease delivering such paper or electronic copiesis given by the Administrative Agent.

If any information which is required to be furnished to the Lenders under thisSection 6.1 is required by law or regulation to be filed by the Borrower with agovernment body on an earlier date, then the information required hereundershall be furnished to the Lenders at such earlier date.

1.2Conduct of Business. The Borrower and its Consolidated Subsidiaries shall:(a) maintain their existence and maintain in full force and effect all licenses,bonds, franchises, leases, patents, contracts and other rights necessary to theconduct of their business; (b) continue in, and limit their operations to, thesame general line of business as that presently conducted by them; (c) complywith all Laws, except for such Laws the violation of which would not, in theaggregate, have a Material Adverse Effect; (d) keep and conduct their businessseparate and apart from the business of Affiliates; and (e) otherwise do allthings necessary to make the representations and warranties set forth in ArticleV of this Agreement true and correct at all times; provided that the foregoingshall not prohibit any merger, amalgamation, consolidation, Division,liquidation or dissolution permitted under Section 6.11.

1.3Insurance. The Borrower and its Consolidated Subsidiaries shall maintain, attheir expense, such liability and property insurance (including as applicablecommercial general liability insurance, products liability insurance andworkman's compensation insurance) with financially sound and reputable insurancecompanies as is ordinarily maintained by other companies of similar size insimilar businesses.

1.4Financial Covenants.

(a)Minimum Adjusted Working Capital. The Borrower shall maintain at all timesAdjusted Working Capital of not less than $300,000,000.

(b)Maximum Long Term Debt to Capitalization Ratio. The Borrower shall maintainat all times a Long Term Debt to Capitalization Ratio less than or equal to 0.65to 1.00.

(c)Maximum Unsecured Debt to Net Tangible Assets Amount Ratio. The Borrowershall maintain at all times an Unsecured Debt to Net Tangible Assets AmountRatio of less than or equal to 0.80 to 1.00.

1.5Employee Plans. The Borrower and its Consolidated Subsidiaries shall: (a)keep in effect any and all Employee Plans which are presently in existence ormay, from time to time, come into existence under ERISA, unless such EmployeePlans can be terminated without resulting in a Material Adverse Effect; (b) (i)make contributions to all Plans or Multiemployer Plans, as applicable, in atimely manner and in an amount sufficient to comply with the requirements ofERISA and (ii) comply with all requirements of ERISA or the Code which relate tosuch Plans or Multiemployer Plans, as applicable, in the case of (i) and (ii),except as would not reasonably be expected to have a Material Adverse Effect;and

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(c) notify the Administrative Agent immediately upon receipt by the Borrower andits ERISA Affiliates of any notice of the institution of any proceeding or otheraction relating to any Plans or Multiemployer Plans, as applicable, that wouldreasonably be expected to have a Material Adverse Effect.

1.6Notice of Suit; Adverse Change in Business or Default. The Borrower shall, assoon as possible, and in any event within five (5) Business Days after theBorrower learns of the following, give written notice to the AdministrativeAgent of: (a) any proceeding being instituted or threatened in writing to beinstituted by or against the Borrower and its Consolidated Subsidiaries in anyfederal, state, local or foreign court or before any commission or otherregulatory body (federal, state, local or foreign) for which claimed damagesexceed $50,000,000; (b) the occurrence of any event or condition that couldreasonably be expected to result in a Material Adverse Effect; and (c) theoccurrence of any Default or Event of Default.

1.7Use of Proceeds. The Borrower will, and will cause each Subsidiary to, usethe proceeds of the Credit Extensions for working capital and general corporatepurposes, including, without limitation, funding Permitted Acquisitions andcapital expenditures not prohibited hereunder. The Borrower will not, nor willit permit any Subsidiary to, use any of the proceeds of the Loans to purchase orcarry any "margin stock" (as defined in Regulation U) in violation of RegulationU. The Borrower will not request any Loan, and will not use, and the Borrowerwill ensure that its Subsidiaries and its or their respective directors,officers, and employees shall not use, the proceeds of any Loan in furtheranceof an offer, payment, promise to pay, or authorization of the payment or givingof money, or anything else of value, to any Person in violation of anyAnti-Corruption Laws or Anti-Money Laundering Laws. The Borrower will not,directly or indirectly, use the proceeds of the Loans, or lend, contribute orotherwise make available such proceeds to any subsidiary, joint venture partneror other Person, (i) to fund any activities or business of or with anySanctioned Person, or in any country or territory that at the time of suchfunding, is the subject of comprehensive Sanctions, in each case where suchactivity or business is in violation of applicable Sanctions, or (ii) in anyother manner that would result in a violation of applicable Sanctions by anyPerson (including any Person participating in the Loans, whether as underwriter,advisor, investor, or otherwise).

1.8Books and Records; Inspection. The Borrower and its Consolidated Subsidiariesshall maintain proper books of record and account in accordance with GAAP inwhich true, full and correct entries will be made of all their respectivedealings and business affairs. The Borrower will, and will cause eachConsolidated Subsidiary, permit the Administrative Agent and the Lenders, bytheir respective representatives and agents, to inspect any of the Property,books and financial records of the Borrower and its Consolidated Subsidiaries,to examine and make copies of the books of accounts and other financial recordsof the Borrower and its Consolidated Subsidiaries, and to discuss the affairs,finances and accounts of the Borrower and its Consolidated Subsidiaries with,and to be advised as to the same by, their respective officers at suchreasonable times and intervals as the Administrative Agent or any Lender maydesignate; provided, that prior to the occurrence of an Event of Default, theBorrower shall only be required to reimburse the Administrative Agent (and notthe Lenders) for one such inspection and examination during any calendar year.

1.9Sanctions, Anti-Corruption Laws, Anti-Money Laundering Laws Compliance. TheBorrower shall maintain in effect and enforce policies and procedures designedto ensure compliance by the Borrower, its Subsidiaries and their respectivedirectors, officers, employees and agents with Anti-Corruption Laws, Anti-MoneyLaundering Laws and applicable Sanctions. The Borrower shall, and shall causeeach Subsidiary to, provide such information and take such actions as arereasonably requested by the Administrative Agent or any Lender in order toassist the Administrative Agent and the Lenders in maintaining compliance withAnti-Money Laundering Laws.

1.10Liens. The Borrower and its Consolidated Subsidiaries shall not create,incur, assume or suffer to exist any Liens of any nature whatsoever on or withregard to any of their assets other than:

(a)Liens securing the payment of taxes, either not yet due or the validity ofwhich is being contested in good faith by appropriate proceedings, and as towhich Borrower shall, if appropriate under GAAP, have set aside on Borrower'sbooks and records adequate reserves;

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(b)Liens securing deposits under workmen's compensation, unemployment insurance,social security and other similar laws, or securing the performance of bids,tenders, contracts (other than for the repayment of borrowed money) or leases,or securing indemnity, performance or other similar bonds for the performance ofbids, tenders, contracts (other than for the repayment of borrowed money) orleases, or securing statutory obligations or surety or appeal bonds, or securingindemnity, performance or other similar bonds in the ordinary course of theBorrower's business, which are not past due;

(c)Liens securing the interests of the broker or other counterparty with respectto any Margin / Swap Account;

(d)[Intentionally Omitted];

(e)Liens securing Indebtedness permitted under Section 6.12;

(f)statutory Liens of landlords and Liens of carriers, warehousemen, mechanics,materialmen and other similar Liens, in each case, incurred in the ordinarycourse of business for sums not yet due and payable;

(g)statutory Liens of any Farm Credit System Institution with respect to anyFarm Credit Equities; and

(h)any Liens, other than those described in Section 6.10(a) through (g) above,existing as of the Closing Date and described in Schedule 6.10, together withrenewals and extensions thereof that do not increase the amount of any suchIndebtedness secured by such Liens.

1.11Merger. Neither the Borrower nor any Consolidated Subsidiary shall merge orconsolidate with or into any other Person, or permit any other Person to mergeinto or consolidate with it, consummate a Division as the Dividing Person, orsell, transfer, lease or otherwise Dispose of substantially all of its assets(including pursuant to a Sale and Leaseback Transaction), or liquidate ordissolve, except that (i) a Subsidiary may merge, consolidate, liquidate ordissolve into the Borrower or a Guarantor (with the Borrower or a Guarantorbeing the survivor thereof, and with the Borrower being the survivor of anymerger with any Guarantor or Subsidiary), (ii) a non-Guarantor Subsidiary maymerge, consolidate, liquidate or dissolve into another non-Guarantor Subsidiary,(iii) the Borrower or any Subsidiary may merge or consolidate with or into anyPerson other than the Borrower or a Subsidiary in order to effect a PermittedAcquisition (with the Borrower or such Subsidiary being the survivor thereof)and (iv) Dispositions permitted under Section 6.14. Any merger involving theBorrower must result with the Borrower as the survivor thereof.

1.12Secured Indebtedness. So long as (x) no Default or Event of Default is thenoutstanding or would result therefrom, and (y) the Borrower will be in pro formacompliance with Section 6.4 immediately before and after the incurrence thereof,the Borrower and its Consolidated Subsidiaries may directly or indirectlycreate, issue, incur or assume Indebtedness secured by Liens on all or anyportion of their assets only so long as the aggregate principal amount of allsuch Indebtedness at no time exceeds twenty-five percent (25%) ofCapitalization; provided, however, that Liens upon Adjusted Working Capital andtrading assets shall not be permitted other than (i) those Liens granted byExcluded Subsidiaries upon their respective Properties or (ii) Liens granted bythe Borrower and its Consolidated Subsidiaries to secure Indebtedness used tofund working capital needs or to secure Structured Inventory Purchase Amounts,which for the avoidance of doubt, shall constitute Indebtedness for purposes ofthis Section 6.12 (the "Secured Working Capital Basket"); provided that:

(I)the Borrower and its Consolidated Subsidiaries may only incur Indebtednessexceeding $50,000,000 in an aggregate principal amount under the Secured WorkingCapital Basket to the extent the Aggregate Outstanding Five-Year RevolvingExposure (as defined in the Working Capital Facility Agreement) exceeds$450,000,000 at the time of incurrence thereof,

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(II)two (2) Business Days' prior written notice is given to the AdministrativeAgent of the Borrower's or the applicable Consolidated Subsidiary's intention toincur Indebtedness under the Secured Working Capital Basket, individually or inthe aggregate, in excess of $50,000,000 in aggregate principal amount, and

(III)any Indebtedness incurred under the Secured Working Capital Basket when atleast $50,000,000 in aggregate principal amount already is outstandingthereunder shall be repaid in full within 120 days of the incurrence thereof.

1.13Guarantees and Other Contingent Obligations. The Borrower and itsConsolidated Subsidiaries shall not guarantee, endorse or otherwise in any waybecome or be responsible for obligations of any other Person, whether byagreement to purchase the Indebtedness of such Person or through the purchase ofGoods, supplies or services, or maintenance of working capital or other balancesheet covenants or conditions, or by way of stock purchase, capitalcontribution, advance or loan for the purpose of paying or discharging anyIndebtedness or obligation of such Person or otherwise, except: (a) forendorsements of negotiable Instruments for collection in the ordinary course ofbusiness; (b) that they may indemnify their officers, directors and managers tothe extent permitted under the laws of the State in which they are organized andmay indemnify (in the customary manner) underwriters and any sellingshareholders in connection with any public offering of the Borrower'ssecurities; (c) so long as (i) no Default or Event of Default is thenoutstanding or would result therefrom, (ii) the Borrower and its ConsolidatedSubsidiaries are in pro forma compliance with Section 6.4 after giving effect tothe applicable guarantee, and (iii) such guarantee is at all times unsecured,the Borrower and its Consolidated Subsidiaries may guaranty one another'sIndebtedness, (d) as permitted under Section 6.12, and (e) guarantees ofIndebtedness of Excluded Subsidiaries subject to pro forma compliance withSection 6.4 and the other limitations on transactions between ExcludedSubsidiaries and the Borrower and those Subsidiaries that are not ExcludedSubsidiaries.

1.14Disposition of Property. The Borrower and its Consolidated Subsidiariesshall not Dispose of any of their Properties, assets or rights in excess of theaggregate amount of $100,000,000 in book value in any fiscal year of theBorrower, except: (a) Inventory may be sold by the Borrower and its ConsolidatedSubsidiaries in the ordinary course of the Borrower's business; (b) the Borrowerand its Consolidated Subsidiaries may Dispose of their Equity Interests inExcluded Subsidiaries, with any such sale, transfer or disposal to anon-Affiliate being consummated for fair market value on an arm's-length basis;(c) the Borrower and its Consolidated Subsidiaries may Dispose of obsolete orworn out Property in the ordinary course of business (which in any event shallbe deemed to include the sale or other disposition of unneeded railcars in theordinary course of the business of the Borrower and its ConsolidatedSubsidiaries); and (d) subject to compliance with Section 6.12, the Borrower andits Consolidated Subsidiaries may transfer Inventory to Structured InventoryPurchasers pursuant to Structured Inventory Purchases.

1.15Restricted Payments. The Borrower and its Consolidated Subsidiaries shallnot directly or indirectly redeem or repurchase any of the Borrower's shares ofEquity Interests or declare any dividends in any year on any class of theBorrower's Equity Interests or make any other Restricted Payment; provided,however, that:

(a)Borrower may redeem or repurchase its shares of Equity Interests and/ordeclare and pay dividends in respect of such Equity Interests so long as (i) noDefault or Event of Default has occurred and is continuing or would resulttherefrom and (ii) the aggregate amount paid in respect of all such redemptions,repurchases and dividends during any four consecutive fiscal quarter period doesnot exceed the greater of (x) $35,000,000 and (y) thirty-five percent (35%) ofConsolidated EBITDA for the most-recently ended four fiscal quarter period forwhich the Administrative Agent has received financials from the Borrowerpursuant to Section 6.1; provided, that if the Borrower issues new EquityInterests and repurchases existing Equity Interests as part of a singletransaction or series of related transactions during any consecutive twelvemonth period, only the excess of (i) the aggregate amount paid for repurchasedEquity Interests over (ii) the aggregate share price for newly issued EquityInterests, shall be counted against the limitations in the foregoing clauses (x)and (y); and

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(b)a Consolidated Subsidiary may make a Restricted Payment to the Borrower orany other Consolidated Subsidiary.

1.16Affiliates. Except for (a) advances for travel and expenses to theirofficers, directors, managers, general partners or employees in the ordinarycourse of their business, and (b) as permitted by Section 6.17, the Borrower andits Consolidated Subsidiaries shall not make advances or loans in or to anyAffiliates. All transactions with Affiliates shall be bona fide arm's-lengthtransactions that are no less favorable to the Borrower and its ConsolidatedSubsidiaries than would be a similar transaction with a non-affiliated thirdperson.

1.17Investments. The Borrower and its Consolidated Subsidiaries shall not makeor permit to exist Investments in or to Affiliates or any other Person, except:(a) Investments in short-term direct obligations of the United StatesGovernment; (b) investment grade corporate and state and local governmentsecurities (Rated BBB- or better by S&P or rated BAA3 or better by Moody's); (c)certificates of deposit or demand deposit accounts issued by or maintained witha bank satisfactory to the Administrative Agent in the Administrative Agent'sreasonable determination; (d) unsecured advances or loans to officers,directors, employees, as and when permitted by Section 6.16; (e) unsecuredadvances or loans in or to any Subsidiaries that have executed and delivered ajoinder to the Guaranty pursuant to Section 6.18; (f) Permitted Acquisitions;(g) Investments in other Persons by the Borrower and/or other ConsolidatedSubsidiaries not to exceed $200,000,000 in the aggregate in any fiscal year ofthe Borrower; and (h) Investments in existence as of the Closing Date anddescribed in Schedule 6.17, together with any renewals or extensions thereofthat do not increase the amount of any such Investment.

1.18Further Assurances. As promptly as possible but in any event within thirty(30) days (or such later date as may be agreed by the Administrative Agent inits sole discretion) after a Material Subsidiary (other than an ExcludedSubsidiary) is organized or acquired (including as a result of a Division, withrespect to each applicable Division Successor), or any Person becomes a MaterialSubsidiary pursuant to the definition thereof, or is designated by the Borroweror the Administrative Agent as a Material Subsidiary, the Borrower shall providethe Administrative Agent with written notice thereof setting forth informationin reasonable detail describing the material assets of such Subsidiary and shallcause (x) each Division Successor and (y) each such other Subsidiary to deliverto the Administrative Agent a joinder to the Guaranty (in the form contemplatedthereby) pursuant to which such Subsidiary agrees to be bound by the terms andprovisions thereof, such Guaranty joinder to be accompanied by an updatedSchedule 6.18 hereto designating such Material Subsidiary as such, appropriateresolutions, other documentation and legal opinions, in each case in form andsubstance reasonably satisfactory to the Administrative Agent and its counsel,and such other documentation as the Administrative Agent may reasonably request;provided that, if at any time the aggregate amount contributed to ConsolidatedEBITDA by all Subsidiaries of the Borrower that are not Guarantors or ExcludedSubsidiaries exceeds twenty-five percent (25%) of Consolidated EBITDA of theBorrower and its Consolidated Subsidiaries as of the end of any such fiscalquarter, or the assets of all Subsidiaries of the Borrower that are notGuarantors or Excluded Subsidiaries exceeds twenty-five percent (25%) of thegross assets of the Borrower and its Consolidated Subsidiaries as of the end ofany fiscal quarter, the Borrower (or, in the event the Borrower has failed to doso within ten (10) days, the Administrative Agent) shall designate sufficientSubsidiaries of the Borrower that are Domestic Subsidiaries and that are notExcluded Subsidiaries as Guarantors to eliminate such excess, and each suchdesignated Subsidiary of the Borrower that is a Domestic Subsidiary shallprovide the joinder to the Guaranty (in the form contemplated thereby), andshall for all purposes of this Agreement constitute a Guarantor; provided, thatno Foreign Subsidiary shall be required to become a Guarantor, even if theBorrower is unable to satisfy the foregoing requirement based upon guaranteesmade by Domestic Subsidiaries. Schedule 6.18 contains a list of the Wholly-OwnedSubsidiaries of the Borrower required to be Guarantors as of the Closing Date.Each Loan Party will, and will cause each Subsidiary to, in keeping with Section10.1 hereof, as applicable, promptly correct any ambiguity, omission, mistake,defect, inconsistency or error that may be discovered in any Loan Document or inthe execution, acknowledgment or recordation thereof. Without limiting thegenerality of the foregoing, concurrently with any Subsidiary providing anyguarantee of the Indebtedness of the Borrower under the Working Capital FacilityAgreement, the Borrower shall cause such Subsidiary to deliver to theAdministrative Agent a joinder to the Guaranty (in the form contemplatedthereby) pursuant to which such Subsidiary agrees to be bound by the terms andprovisions thereof and shall otherwise comply with this Section 6.18 withrespect to such Subsidiary.

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1.19Farm Credit Equity.

(a)So long as a Farm Credit System Institution is a Lender hereunder, theBorrower will acquire equity in such Farm Credit System Institution in suchamounts and at such times as such Farm Credit System Institution may require inaccordance with such Farm Credit System Institution's Bylaws and Capital Plan(or their equivalent) (as each may be amended from time to time), except thatthe maximum amount of equity that the Borrower shall be required pursuant tothis sentence to purchase in such Farm Credit System Institution in connectionwith the Loans made by such Farm Credit System Institution shall not exceed themaximum amount required by the Bylaws and the Capital Plan (or the equivalent)on the Closing Date. The Borrower acknowledges receipt of documents from eachFarm Credit System Institution that describe the nature of the Borrower's cashpatronage, stock and other equities in such Farm Credit System Institutionacquired in connection with its patronage loan from such Farm Credit SystemInstitution (the "Farm Credit Equities"), as well as capitalizationrequirements, and agrees to be bound by the terms thereof.

(b)Each party hereto acknowledges that each Farm Credit System Institution'sBylaws and Capital Plan (or their equivalent) (as each may be amended from timeto time) shall govern (i) the rights and obligations of the parties with respectto the Farm Credit Equities and any patronage refunds or other distributionsmade on account thereof or on account of the Borrower's patronage with such FarmCredit System Institution, (ii) the Borrower's eligibility for patronagedistributions from such Farm Credit System Institution (in the form of FarmCredit Equities and cash) and (iii) patronage distributions, if any, in theevent of a sale of a participation interest. Each Farm Credit System Institutionreserves the right to assign or sell participations in all or any part of itsCommitments or outstanding Loans hereunder on a non-patronage basis.

(c)Each party hereto acknowledges that each Farm Credit System Institution has astatutory first lien pursuant to the Farm Credit Act of 1971 (as amended fromtime to time) on all Farm Credit Equities that the Borrower may now own orhereafter acquire, which statutory lien shall be for such Farm Credit SystemInstitution's sole and exclusive benefit. The Farm Credit Equities shall notconstitute security for the Obligations due to any other party hereto. Neitherthe Farm Credit Equities nor any accrued patronage shall be offset against theObligations except that, in the event of an Event of Default, a Farm CreditSystem Institution may elect, solely at its discretion, to apply the cashportion of any patronage distribution or retirement of equity to amounts owed tosuch Farm Credit System Institution under this Agreement, whether or not suchamounts are currently due and payable. The Borrower acknowledges that anycorresponding tax liability associated with such application is the soleresponsibility of the Borrower. No Farm Credit System Institution shall have anyobligation to retire any Farm Credit Equities upon any Event of Default, Defaultor any other default by the Borrower or any other Loan Party, or at any othertime, either for application to the Obligations or otherwise.

1.20Swaps. The Borrower and its Consolidated Subsidiaries shall not enter intoany Swaps other than Swaps entered into in the ordinary course of business forthe purpose of mitigating risks associated with liabilities, commitments,investments, assets or properties held or reasonably anticipated by such Person,or changes in the value of securities issued by such Person, and not forspeculative purposes.

 ARTICLE VII DEFAULTS

The occurrence of any one or more of the following events shall constitute anEvent of Default (each, an "Event of Default"):

1.1Any representation or warranty made or deemed made by or on behalf of theBorrower or any of its Subsidiaries (and as it relates to Excluded Subsidiaries,solely with respect to the representations or warranties made pursuant toSection 5.13, Section 5.21(b) and Section 5.25) to the Lenders or theAdministrative Agent under or in connection with this Agreement, any other LoanDocument, any Credit Extension, or any certificate or information delivered inconnection with this Agreement or any other Loan Document shall be materiallyfalse on the date made or confirmed.

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1.2Nonpayment of (i) principal of any Loan when due, (ii) any interest upon anyLoan within five (5) days after the same becomes due or (iii) any otherobligation under any of the Loan Documents within ten (10) days after the samebecomes due.

1.3The breach by the Borrower of any of the terms or provisions of Section 6.1(Financial Reporting and Other Information), Section 6.2(a) (Conduct ofBusiness), 6.4 (Financial Covenants), 6.7 (Use of Proceeds), 6.9 (Sanctions,Anti-Corruption Laws, Anti-Money Laundering Laws Compliance), 6.10 (Liens), 6.11(Merger), 6.12 (Secured Indebtedness), 6.13 (Guarantees and Other ContingentObligations), 6.14 (Disposition of Property), 6.15 (Restricted Payments), 6.16(Affiliates) or 6.17 (Investments).

1.4The breach by the Borrower (other than a breach which constitutes an Event ofDefault under another Section of this Article VII) of any of the terms orprovisions of this Agreement or any other Loan Document which is not remediedwithin thirty (30) days after the earlier of (i) the Borrower becoming aware ofany such breach and (ii) the Administrative Agent notifying the Borrower of anysuch breach.

1.5(i) Failure of the Borrower or any Guarantor to pay when due any paymentbeyond any applicable grace period (whether of principal, interest or any otheramount) in respect of any Material Indebtedness, (ii) the default by theBorrower or any Guarantor in the performance (beyond the applicable grace periodwith respect thereto, if any) of any term, provision or condition contained inany Material Indebtedness Agreement, or any other event shall occur or conditionexist, the effect of which default, event or condition under this clause (ii) isto cause, or to permit the holder(s) of such Material Indebtedness or thelender(s) under any Material Indebtedness Agreement to cause, any portion ofsuch Material Indebtedness to become due prior to its stated maturity or anycommitment to lend under any Material Indebtedness Agreement to be terminatedprior to its stated expiration date, or (iii) any portion of MaterialIndebtedness of the Borrower or any Guarantor shall be declared to be due andpayable or required to be prepaid or repurchased (other than by a regularlyscheduled payment) prior to the stated maturity thereof.

1.6The Borrower or any Guarantor shall (i) have an order for relief entered withrespect to it under the Federal bankruptcy laws as now or hereafter in effect,(ii) make an assignment for the benefit of creditors, (iii) apply for, seek,consent to, or acquiesce in, the appointment of a receiver, custodian, trustee,examiner, liquidator or similar official for it or any Substantial Portion ofits Property, (iv) institute any proceeding seeking an order for relief underthe Federal bankruptcy laws as now or hereafter in effect or seeking toadjudicate it a bankrupt or insolvent, or seeking dissolution, winding up,liquidation, reorganization, arrangement, adjustment or composition of it or itsdebts under any law relating to bankruptcy, insolvency or reorganization orrelief of debtors or fail to file an answer or other pleading denying thematerial allegations of any such proceeding filed against it, (v) take anycorporate, limited liability company or partnership action to authorize oreffect any of the foregoing actions set forth in this Section 7.6, (vi) fail tocontest in good faith any appointment or proceeding described in Section 7.7, or(vii) the Borrower or any Guarantor shall not pay, or admit in writing itsinability to pay, its debts generally as they become due.

1.7Without the application, approval or consent of the Borrower or anyGuarantor, a receiver, trustee, examiner, liquidator or similar official shallbe appointed for the Borrower or any Guarantor or any Substantial Portion of itsProperty, or a proceeding described in Section 7.6(iv) shall be institutedagainst the Borrower or any Guarantor and such appointment continuesundischarged or such proceeding continues undismissed or unstayed for a periodof sixty (60) consecutive days.

1.8Any court, government or governmental agency shall condemn, seize orotherwise appropriate, or take custody or control of, all or any portion of theProperty of the Borrower and the Guarantors which, when taken together with allother Property of the Borrower and the Guarantors so condemned, seized,appropriated, or taken custody or control of, during the twelve-month periodending with the month in which any such action occurs, constitutes a SubstantialPortion.

1.9The Borrower or any Guarantor shall fail within sixty (60) days to pay,obtain a stay with respect to, or otherwise discharge one or more (i) judgmentsor orders for the payment of money in excess

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of $50,000,000 (or the equivalent thereof in currencies other than Dollars) inthe aggregate, or (ii) nonmonetary judgments or orders which, individually or inthe aggregate, could reasonably be expected to have a Material Adverse Effect,which judgment(s), in any such case, is/are not stayed on appeal or otherwisebeing appropriately contested in good faith, or any action shall be legallytaken by a judgment creditor to attach or levy upon any assets of the Borroweror any Guarantor to enforce any such judgment; provided, that this Section 7.9shall not apply to any judgment for which the Borrower is fully insured (throughinsurance policies or self-insurance reserves).

1.10(i) With respect to a Plan, the Borrower or an ERISA Affiliate is subject toa lien in excess of $50,000,000 pursuant to Section 430(k) of the Code orSection 303(k) of ERISA or Title IV of ERISA, or (ii) an ERISA Event shall haveoccurred that, when taken together with all other ERISA Events that haveoccurred, could reasonably be expected to result in a material liability inexcess of $50,000,000.

1.11Nonpayment by the Borrower or any Subsidiary of any Swap Obligation inexcess of $50,000,000 when due or the breach by the Borrower or any Subsidiaryof any material term, provision or condition contained in any Swap or anytransaction of the type described in the definition of "Swap" under which theBorrower or any Subsidiary has Swap Obligations in excess of $50,000,000,whether or not any Lender or Affiliate of a Lender is a party thereto.

1.12Any Change in Control shall occur.

1.13[Reserved].

1.14Any Loan Document shall fail to remain in full force or effect or any actionshall be taken to discontinue or to assert the invalidity or unenforceability ofany Guaranty, or any Guarantor shall fail to comply with any of the terms orprovisions of any Guaranty to which it is a party, any Guarantor repudiates orpurports to revoke its Guaranty or any Guarantor shall otherwise deny that ithas any further liability under any Guaranty to which it is a party, or shallgive notice to such effect.

 ARTICLE VIII REMEDIES, APPLICATION OF FUNDS

1.1Remedies Upon Event of Default. If any Event of Default occurs and iscontinuing, the Administrative Agent shall, at the request of, or may, with theconsent of, the Required Lenders, take any or all of the following actions:

(a)declare the commitment of each Lender to make Loans to be terminated,whereupon such commitments and obligation shall be terminated;

(b)declare the unpaid principal amount of all outstanding Loans, all interestaccrued and unpaid thereon, and all other amounts owing or payable hereunder orunder any other Loan Document to be immediately due and payable, withoutpresentment, demand, protest or other notice of any kind, all of which arehereby expressly waived by the Borrower; and

(c)exercise on behalf of itself and the Lenders all rights and remediesavailable to it and the Lenders under the Loan Documents;

provided that upon the occurrence of an actual or deemed entry of an order forrelief with respect to the Borrower under the Bankruptcy Code of the UnitedStates, the obligation of each Lender to make Loans shall automaticallyterminate and the unpaid principal amount of all outstanding Loans and allinterest and other amounts as aforesaid shall automatically become due andpayable, in each case without further act of the Administrative Agent or anyLender.

1.2Application of Funds. After the exercise of remedies provided for in Section8.1 (or after the Loans have automatically become immediately due and payable asset forth in the proviso to Section

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8.1), any amounts received on account of the Obligations shall, subject to theprovisions of Section 2.12, be applied by the Administrative Agent in thefollowing order:

First, to payment of that portion of the Obligations constituting fees,indemnities, expenses and other amounts (including fees, charges anddisbursements of counsel to the Administrative Agent and amounts payable underArticle III) payable to the Administrative Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees,indemnities and other amounts (other than principal and interest) payable to theLenders under the Loan Documents (including fees, charges and disbursements ofcounsel to the respective Lenders and amounts payable under Article III),ratably among them in proportion to the respective amounts described in thisclause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued andunpaid interest on the Loans and other Obligations arising under the LoanDocuments, ratably among the Lenders in proportion to the respective amountsdescribed in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaidprincipal of the Loans, ratably among the Lenders, in proportion to therespective amounts described in this clause Fourth held by them; and

Last, the balance, if any, after all of the Obligations have been indefeasiblypaid in full, to the Borrower or as otherwise required by applicable Law.

 ARTICLE IX ADMINISTRATIVE AGENT

1.1Appointment and Authority. Each of the Lenders hereby irrevocably appointsFCMA to act on its behalf as the Administrative Agent hereunder and under theother Loan Documents and under any intercreditor and subordination agreementscontemplated hereby and authorizes the Administrative Agent to take such actionson its behalf and to exercise such powers as are delegated to the AdministrativeAgent by the terms hereof or thereof, together with such actions and powers asare reasonably incidental thereto. The provisions of this Article IX are solelyfor the benefit of the Administrative Agent and the Lenders, and neither anyLoan Party nor any Subsidiary or Affiliate thereof shall have rights as a thirdparty beneficiary of any of such provisions. It is understood and agreed thatthe use of the term "agent" herein or in any other Loan Documents (or any othersimilar term) with reference to the Administrative Agent is not intended toconnote any fiduciary or other implied (or express) obligations arising underagency doctrine of any applicable Law. Instead, such term is used as a matter ofmarket custom and is intended to create or reflect only an administrativerelationship between contracting parties.

1.2Rights as a Lender. The Person serving as the Administrative Agent hereundershall have the same rights and powers in its capacity as a Lender as any otherLender and may exercise the same as though it were not the Administrative Agent,and the term "Lender" or "Lenders" shall, unless otherwise expressly indicatedor unless the context otherwise requires, include the Person serving as theAdministrative Agent hereunder in its individual capacity. Such Person and itsAffiliates may accept deposits from, lend money to, own securities of, act asthe financial advisor or in any other advisory capacity for and generally engagein any kind of business with any Loan Party or any Subsidiary or other Affiliatethereof as if such Person were not the Administrative Agent hereunder andwithout any duty to account therefor to the Lenders.

1.3Exculpatory Provisions.

(a)The Administrative Agent, the Arranger and their respective Related Partiesshall not have any duties or obligations except those expressly set forth hereinand in the other Loan Documents, and their respective duties hereunder andthereunder shall be administrative in nature. Without limiting the generality ofthe foregoing, the Administrative Agent, the Arranger and their respectiveRelated Parties:

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(i)shall not be subject to any fiduciary or other implied duties, regardless ofwhether a Default or Event of Default has occurred and is continuing;

(ii)shall not have any duty to take any discretionary action or exercise anydiscretionary powers, except discretionary rights and powers expresslycontemplated hereby or by the other Loan Documents that the Administrative Agentis required to exercise as directed in writing by the Required Lenders (or suchother number or percentage of the Lenders as shall be expressly provided forherein or in the other Loan Documents); provided that the Administrative Agentshall not be required to take any action that, in its opinion or the opinion ofits counsel, may expose the Administrative Agent to liability or that iscontrary to any Loan Document or applicable Law, including for the avoidance ofdoubt any action that may be in violation of the automatic stay under any DebtorRelief Law or that may effect a forfeiture, modification or termination ofproperty of a Defaulting Lender in violation of any Debtor Relief Law; and

(iii)shall not have any duty or responsibility to disclose, and shall not beliable for the failure to disclose, to any Lender or other Person, any credit orother information concerning the business, prospects, operations, property,financial and other condition or creditworthiness of any of the Loan Parties ortheir respective Affiliates, that is communicated to, obtained by or in thepossession of, the Administrative Agent, the Arranger or any of their respectiveRelated Parties in any capacity, except for notices, reports and other documentsexpressly required to be furnished to the Lenders by the Administrative Agentherein.

(b)Neither the Administrative Agent, the Arranger nor any of their respectiveRelated Parties shall be liable for any action taken or not taken by it under orin connection with this Agreement or any other Loan Document or the transactionscontemplated hereby or thereby (i) with the consent or at the request of theRequired Lenders (or such other number or percentage of the Lenders as shall benecessary or as the Administrative Agent shall believe in good faith shall benecessary, under the circumstances as provided in Sections 10.1 and 8.1) or (ii)in the absence of its own gross negligence or willful misconduct as determinedby a court of competent jurisdiction by final and nonappealable judgment. TheAdministrative Agent shall be deemed not to have knowledge of any Default orEvent of Default unless and until notice describing such Default or Event ofDefault is given in writing to the Administrative Agent by the Borrower or aLender.

(c)Neither the Administrative Agent, the Arranger nor any of their respectiveRelated Parties shall be responsible for or have any duty to ascertain orinquire into (i) any statement, warranty or representation made in or inconnection with this Agreement or any other Loan Document, (ii) the contents ofany certificate, report or other document delivered hereunder or thereunder orin connection herewith or therewith, (iii) the performance or observance of anyof the covenants, agreements or other terms or conditions set forth herein ortherein or the occurrence of any Default or Event of Default, (iv) the validity,enforceability, effectiveness or genuineness of this Agreement, any other LoanDocument or any other agreement, instrument or document, or (vi) thesatisfaction of any condition set forth in Article IV or elsewhere herein, otherthan to confirm receipt of items expressly required to be delivered to theAdministrative Agent.

1.4Reliance by Administrative Agent. The Administrative Agent shall be entitledto rely upon, and shall be fully protected in relying and shall not incur anyliability for relying upon, any notice, request, certificate, communication,consent, statement, instrument, document or other writing (including anyelectronic message, Internet or intranet website posting or other distribution)believed by it to be genuine and to have been signed, sent or otherwiseauthenticated by the proper Person. The Administrative Agent also may rely uponany statement made to it orally or by telephone and believed by it to have beenmade by the proper Person, and shall be fully protected in relying and shall notincur any liability for relying thereon. In determining compliance with anycondition hereunder to the making of a Loan that by its terms must be fulfilledto the satisfaction of a Lender, the Administrative Agent may presume that suchcondition is satisfactory to such Lender unless the Administrative Agent shallhave received notice to the contrary from such Lender prior to the making ofsuch Loan. The Administrative Agent may consult with legal counsel (who may becounsel for the Loan Parties), independent accountants and other expertsselected by it, and shall not be liable for any action taken or not taken by itin accordance with the advice of any such counsel, accountants or experts. Forpurposes of determining

(Video) The Movie Great Pyramid K 2019 - Director Fehmi Krasniqi

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compliance with the conditions specified in Section 4.1, each Lender that hassigned this Agreement shall be deemed to have consented to, approved or acceptedor to be satisfied with, each document or other matter required thereunder to beconsented to or approved by or acceptable or satisfactory to a Lender unless theAdministrative Agent shall have received notice from such Lender prior to theproposed Closing Date specifying its objections.

1.5Delegation of Duties. The Administrative Agent may perform any and all of itsduties and exercise its rights and powers hereunder or under any other LoanDocument by or through any one or more sub-agents appointed by theAdministrative Agent. The Administrative Agent and any such sub-agent mayperform any and all of its duties and exercise its rights and powers by orthrough their respective Related Parties. The exculpatory provisions of thisArticle IX shall apply to any such sub-agent and to the Related Parties of theAdministrative Agent and any such sub-agent, and shall apply to their respectiveactivities in connection with the syndication of the credit facilities providedfor in this Agreement as well as activities as Administrative Agent. TheAdministrative Agent shall not be responsible for the negligence or misconductof any sub-agents except to the extent that a court of competent jurisdictiondetermines in a final and nonappealable judgment that the Administrative Agentacted with gross negligence or willful misconduct in the selection of suchsub-agents.

1.6Resignation or Removal of Administrative Agent.

(a)The Administrative Agent may at any time give notice of its resignation tothe Lenders and the Borrower. Upon receipt of any such notice of resignation,the Required Lenders shall have the right, in consultation with the Borrower, toappoint a successor, which shall be a bank with an office in the United States,or an Affiliate of any such bank with an office in the United States. If no suchsuccessor shall have been so appointed by the Required Lenders and shall haveaccepted such appointment within 30 days after the retiring Administrative Agentgives notice of its resignation, (or such earlier day as shall be agreed by theRequired Lenders) (the "Resignation Effective Date"), then the retiringAdministrative Agent may (but shall not be obligated to), on behalf of theLenders, appoint a successor Administrative Agent meeting the qualifications setforth above; provided that in no event shall any such successor AdministrativeAgent be a Defaulting Lender. Whether or not a successor has been appointed,such resignation shall become effective in accordance with such notice on theResignation Effective Date.

(b)If the Person serving as Administrative Agent is a Defaulting Lender pursuantto clause (d) of the definition thereof, the Required Lenders may, to the extentpermitted by applicable Law, by notice in writing to the Borrower and suchPerson remove such Person as Administrative Agent and, in consultation with theBorrower, appoint a successor. If no such successor shall have been so appointedby the Required Lenders and shall have accepted such appointment within 30 days(or such earlier day as shall be agreed by the Required Lenders) (the "RemovalEffective Date"), then such removal shall nonetheless become effective inaccordance with such notice on the Removal Effective Date.

(c)With effect from the Resignation Effective Date or the Removal Effective Date(as applicable) (i) the retiring or removed Administrative Agent shall bedischarged from its duties and obligations hereunder and under the other LoanDocuments and (ii) except for any indemnity payments or other amounts then owedto the retiring or removed Administrative Agent, all payments, communicationsand determinations provided to be made by, to or through the AdministrativeAgent shall instead be made by or to each Lender directly, until such time, ifany, as the Required Lenders appoint a successor Administrative Agent asprovided for above. Upon the acceptance of a successor's appointment asAdministrative Agent hereunder, such successor shall succeed to and becomevested with all of the rights, powers, privileges and duties of the retiring (orremoved) Administrative Agent (other than as provided in Section 3.1(i) andother than any rights to indemnity payments or other amounts owed to theretiring or removed Administrative Agent as of the Resignation Effective Date orthe Removal Effective Date, as applicable), and the retiring or removedAdministrative Agent shall be discharged from all of its duties and obligationshereunder or under the other Loan Documents. The fees payable by the Borrower toa successor Administrative Agent shall be the same as those payable to itspredecessor unless otherwise agreed between the Borrower and such successor.After the retiring or removed Administrative Agent's resignation or removalhereunder and under the other Loan Documents, the provisions of this Article andSection 10.4 shall continue in effect for the benefit of such retiring orremoved Administrative Agent, its

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sub-agents and their respective Related Parties in respect of any actions takenor omitted to be taken by any of them (i) while the retiring or removedAdministrative Agent was acting as Administrative Agent and (ii) after suchresignation or removal for as long as any of them continues to act in anycapacity hereunder or under the other Loan Documents, including in respect ofany actions taken in connection with transferring the agency to any successorAdministrative Agent.

1.7Non-Reliance on Administrative Agent, Arranger and Other Lenders. Each Lenderexpressly acknowledges that none of the Administrative Agent nor the Arrangerhas made any representation or warranty to it, and that no act by theAdministrative Agent or the Arranger hereafter taken, including any consent to,and acceptance of any assignment or review of the affairs of any Loan Party ofany Affiliate thereof, shall be deemed to constitute any representation orwarranty by the Administrative Agent or the Arranger to any Lender as to anymatter, including whether the Administrative Agent or the Arranger havedisclosed material information in their (or their Related Parties') possession.Each Lender represents to the Administrative Agent and the Arranger that it has,independently and without reliance upon the Administrative Agent, the Arranger,any other Lender or any of their Related Parties and based on such documents andinformation as it has deemed appropriate, made its own credit analysis of,appraisal of, and investigation into, the business, prospects, operations,property, financial and other condition and creditworthiness of the Loan Partiesand their Subsidiaries, and all applicable bank or other regulatory Lawsrelating to the transactions contemplated hereby, and made its own decision toenter into this Agreement and to extend credit to the Borrower hereunder. EachLender also acknowledges that it will, independently and without reliance uponthe Administrative Agent, the Arranger, any other Lender or any of their RelatedParties and based on such documents and information as it shall from time totime deem appropriate, continue to make its own credit analysis, appraisals anddecisions in taking or not taking action under or based upon this Agreement, anyother Loan Document or any related agreement or any document furnished hereunderor thereunder, and to make such investigations as it deems necessary to informitself as to the business, prospects, operations, property, financial and othercondition and creditworthiness of the Loan Parties. Each Lender represents andwarrants that (i) the Loan Documents set forth the terms of a commercial lendingfacility and (ii) it is engaged in making, acquiring or holding commercial loansin the ordinary course and is entering into this Agreement as a Lender for thepurpose of making, acquiring or holding commercial loans and providing otherfacilities set forth herein as may be applicable to such Lender, and not for thepurpose of purchasing, acquiring or holding any other type of financialinstrument, and each Lender agrees not to assert a claim in contravention of theforegoing. Each Lender represents and warrants that it is sophisticated withrespect to decisions to make, acquire and/or hold commercial loans and toprovide other facilities set forth herein, as may be applicable to such Lender,and either it, or the Person exercising discretion in making its decision tomake, acquire and/or hold such commercial loans or to provide such otherfacilities, is experienced in making, acquiring or holding such commercial loansor providing such other facilities.

1.8No Other Duties, Etc. Anything herein to the contrary notwithstanding, noneof the arranger(s), bookrunner(s), syndication agent(s) or documentationagent(s) listed on the cover page hereof shall have any powers, duties orresponsibilities under this Agreement or any of the other Loan Documents, exceptin its capacity, as applicable, as the Administrative Agent or a Lenderhereunder.

1.9Administrative Agent May File Proofs of Claim. In case of the pendency of anyproceeding under any Debtor Relief Law or any other judicial proceeding relativeto any Loan Party, the Administrative Agent (irrespective of whether theprincipal of any Loan shall then be due and payable as herein expressed or bydeclaration or otherwise and irrespective of whether the Administrative Agentshall have made any demand on the Borrower) shall be entitled and empowered (butnot obligated) by intervention in such proceeding or otherwise:

(a)to file and prove a claim for the whole amount of the principal and interestowing and unpaid in respect of the Loans and all other Obligations that areowing and unpaid and to file such other documents as may be necessary oradvisable in order to have the claims of the Lenders and the AdministrativeAgent (including any claim for the reasonable compensation, expenses,disbursements and advances of the Lenders and the Administrative Agent and theirrespective agents and counsel and all other amounts due the Lenders and theAdministrative Agent under Sections 2.7 and 10.4) allowed in such judicialproceeding; and

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(b)to collect and receive any monies or other property payable or deliverable onany such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator orother similar official in any such judicial proceeding is hereby authorized byeach Lender to make such payments to the Administrative Agent and, in the eventthat the Administrative Agent shall consent to the making of such paymentsdirectly to the Lenders, to pay to the Administrative Agent any amount due forthe reasonable compensation, expenses, disbursements and advances of theAdministrative Agent and its agents and counsel, and any other amounts due theAdministrative Agent under Sections 2.7 and 10.4.

1.10Guaranty Matters. The Lenders irrevocably authorize the AdministrativeAgent, at its option and in its discretion, to release any Guarantor from itsobligations under any Loan Document if such Person ceases to be a Subsidiary asa result of a transaction permitted under the Loan Documents. Upon request bythe Administrative Agent at any time, the Required Lenders will confirm inwriting the Administrative Agent's authority to release any Guarantor from itsobligations under the Loan Documents to which it is a party pursuant to thisSection 9.10.

1.11Certain ERISA Matters.

(a)Each Lender (x) represents and warrants, as of the date such Person became aLender party hereto, to, and (y) covenants, from the date such Person became aLender party hereto to the date such Person ceases being a Lender party hereto,for the benefit of, the Administrative Agent and not, for the avoidance ofdoubt, to or for the benefit of the Borrower or any other Loan Party, that atleast one of the following is and will be true:

(i)such Lender is not using "plan assets" (within the meaning of Section 3(42)of ERISA or otherwise) of one or more Benefit Plans with respect to suchLender's entrance into, participation in, administration of and performance ofthe Loans, the Commitments or this Agreement;

(ii)the transaction exemption set forth in one or more PTEs, such as PTE 84-14(a class exemption for certain transactions determined by independent qualifiedprofessional asset managers), PTE 95-60 (a class exemption for certaintransactions involving insurance company general accounts), PTE 90-1 (a classexemption for certain transactions involving insurance company pooled separateaccounts), PTE 91-38 (a class exemption for certain transactions involving bankcollective investment funds) or PTE 96-23 (a class exemption for certaintransactions determined by in-house asset managers), is applicable with respectto such Lender's entrance into, participation in, administration of andperformance of the Loans, the Commitments and this Agreement;

(iii)(A) such Lender is an investment fund managed by a "Qualified ProfessionalAsset Manager" (within the meaning of Part VI of PTE 84-14), (B) such QualifiedProfessional Asset Manager made the investment decision on behalf of such Lenderto enter into, participate in, administer and perform the Loans, the Commitmentsand this Agreement, (C) the entrance into, participation in, administration ofand performance of the Loans, the Commitments and this Agreement satisfies therequirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) tothe best knowledge of such Lender, the requirements of subsection (a) of Part Iof PTE 84-14 are satisfied with respect to such Lender's entrance into,participation in, administration of and performance of the Loans, theCommitments and this Agreement; or

(iv)such other representation, warranty and covenant as may be agreed in writingbetween the Administrative Agent, in its sole discretion, and such Lender.

(b)In addition, unless either (1) sub-clause (i) in the immediately precedingsubsection (a) is true with respect to a Lender or (2) a Lender has providedanother representation, warranty and covenant in accordance with the immediatelypreceding subsection (a)(iv), such Lender further (x) represents and warrants,as of the date such Person became a Lender party hereto, to, and (y) covenants,from the date such Person became a Lender party hereto to the date such Personceases being a Lender party hereto, for

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the benefit of, the Administrative Agent and not, for the avoidance of doubt, toor for the benefit of the Borrower or any other Loan Party, that theAdministrative Agent is not a fiduciary with respect to the assets of suchLender involved in such Lender's entrance into, participation in, administrationof and performance of the Loans, the Commitments and this Agreement (includingin connection with the reservation or exercise of any rights by theAdministrative Agent under this Agreement, any Loan Document or any documentsrelated hereto or thereto).

 ARTICLE X MISCELLANEOUS

1.1Amendments, Etc. Except as otherwise expressly provided hereunder orthereunder, no amendment or waiver of any provision of this Agreement or anyother Loan Document, and no consent to any departure by the Borrower or anyother Loan Party shall be effective unless in writing signed by the RequiredLenders (or by the Administrative Agent with the consent of the RequiredLenders) and the Borrower or the applicable Loan Party, as the case may be, andacknowledged by the Administrative Agent, and each such waiver or consent shallbe effective only in the specific instance and for the specific purpose forwhich given; provided that no such amendment, waiver or consent shall:

(a)waive any condition set forth in Section 4.1 without the written consent ofeach Lender;

(b)extend or increase the Commitment of any Lender (or reinstate any Commitmentterminated pursuant to Section 8.1), without the written consent of such Lender;

(c)postpone any date fixed by this Agreement or any other Loan Document for anypayment (excluding mandatory prepayments) of principal, interest, fees or otheramounts due to the Lenders (or any of them) hereunder or under such other LoanDocument, without the written consent of each Lender entitled to such payment;

(d)reduce the principal of, or the rate of interest specified herein on, anyLoan, or (subject to clause (ii) of the second proviso to this Section 10.1) anyfees or other amounts payable hereunder or under any other Loan Document,without the written consent of each Lender entitled to such amount; providedthat only the consent of the Required Lenders shall be necessary (i) to amendthe definition of "Default Rate" or to waive any obligation of the Borrower topay interest at the Default Rate or (ii) to amend any financial covenanthereunder (or any defined term used therein) even if the effect of suchamendment would be to reduce the rate of interest on any Loan or to reduce anyfee payable hereunder;

(e)change Section 8.2 in a manner that would alter the pro rata sharing ofpayments required thereby without the written consent of each Lender;

(f)change any provision of this Section 10.1 or the definition of "RequiredLenders" or any other provision hereof specifying the number or percentage ofLenders required to amend, waive or otherwise modify any rights hereunder ormake any determination or grant any consent hereunder, without the writtenconsent of each Lender; or

(g)release all of the Guarantors or Guarantors comprising substantially all ofthe value of the Guaranty, in any case, from the Guaranty, without the writtenconsent of each Lender, except to the extent such release is permitted pursuantto Section 9.10 (in which case such release may be made by the AdministrativeAgent acting alone or at the direction of the Required Lenders);

provided further that (i) no amendment, waiver or consent shall, unless inwriting and signed by the Administrative Agent in addition to the Lendersrequired above, affect the rights or duties of the Administrative Agent underthis Agreement or any other Loan Document and (ii) the Fee Letter may beamended, or rights or privileges thereunder waived, in a writing executed onlyby the parties thereto. Notwithstanding anything to the contrary herein, noDefaulting Lender shall have any right to approve or disapprove any amendment,waiver or consent hereunder (and any amendment, waiver or consent which by itsterms requires the consent of all Lenders or each affected Lender may beeffected with the consent of the applicable Lenders other than DefaultingLenders), except that (x) the Commitment of any Defaulting Lender may not beincreased or extended and the maturity date of any of its Loans may not be

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extended, the rate of interest on any of its Loans may not be reduced and theprincipal amount of any of its Loans may not be forgiven, in each case withoutthe consent of such Lender and (y) any waiver, amendment, consent ormodification requiring the consent of all Lenders or each affected Lender thatby its terms affects any Defaulting Lender more adversely relative to otheraffected Lenders shall require the consent of such Defaulting Lender.

Notwithstanding any provision herein to the contrary, if the AdministrativeAgent and the Borrower acting together identify any ambiguity, omission,mistake, typographical error or other defect in any provision of this Agreementor any other Loan Document (including the schedules and exhibits thereto), thenthe Administrative Agent and the Borrower shall be permitted to amend, modify orsupplement such provision to cure such ambiguity, omission, mistake,typographical error or other defect, and such amendment shall become effectivewithout any further action or consent of any other party to this Agreement.

1.2Notices; Effectiveness; Electronic Communications.

(a)Notices Generally. Except in the case of notices and other communicationsexpressly permitted to be given by telephone (and except as provided insubsection (b) below), all notices and other communications provided for hereinshall be in writing and shall be delivered by hand or overnight courier service,mailed by certified or registered mail or sent by facsimile as follows, and allnotices and other communications expressly permitted hereunder to be given bytelephone shall be made to the applicable telephone number, as follows:

(i)if to the Borrower or any other Loan Party, to the Borrower at 1947Briarfield Boulevard, Maumee, OH 43537, Attention: Brian A. Valentine,Facsimile: (419) 897-6767; with a copy to (which shall not constitute notice):Jones Day, 77 W. Wacker Drive, Chicago, Illinois 60601, Attention: RobertGraves, Facsimile: (312) 782-8585;

(ii)if to the Administrative Agent, to Farm Credit Mid-America, PCA at 12501Lakefront Place, Louisville, Kentucky 40299, Attention of Capital Markets(Facsimile No. (502) 420-3691; email Syndications@e-farmcredit.com), with a copyto Farm Credit Mid-America, PCA at P.O. Box 34390, Louisville, Kentucky 40232,Attention of Capital Markets (Facsimile No. (502) 420-3691; emailSyndications@e-farmcredit.com); and

(iii)if to a Lender, to it at its address (or facsimile number) set forth in itsAdministrative Questionnaire for deliveries of documentation that may containmaterial non-public information.

Notices and other communications sent by hand or overnight courier service, ormailed by certified or registered mail, shall be deemed to have been given whenreceived; notices and other communications sent by facsimile shall be deemed tohave been given when sent (except that, if not given during normal businesshours for the recipient, shall be deemed to have been given at the opening ofbusiness on the next Business Day for the recipient), except that notices to theAdministrative Agent or a Lender under Article II shall not be effective unlessand until actually received by the addressee thereof. Notices and othercommunications delivered through electronic communications to the extentprovided in subsection (b) below shall be effective as provided in suchsubsection (b).

(b)Electronic Communications. Notices and other communications to the Lendershereunder may be delivered or furnished by electronic communication (includinge-mail and Internet or intranet websites) pursuant to procedures approved by theAdministrative Agent; provided that the foregoing shall not apply to notices toany Lender pursuant to Article II if such Lender has notified the AdministrativeAgent that it is incapable of receiving notices under Article II by electroniccommunication. The Administrative Agent or the Borrower may each, in itsdiscretion, agree to accept notices and other communications to it hereunder byelectronic communications pursuant to procedures approved by it; provided thatapproval of such procedures may be limited to particular notices orcommunications.

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Unless the Administrative Agent otherwise prescribes, (i) notices and othercommunications sent to an e-mail address shall be deemed received upon thesender's receipt of an acknowledgement from the intended recipient (such as bythe "return receipt requested" function, as available, return e-mail or otherwritten acknowledgement), and (ii) notices or communications posted to anInternet or intranet website shall be deemed received upon the deemed receipt bythe intended recipient, at its e-mail address as described in the foregoingclause (i), of notification that such notice or communication is available andidentifying the website address therefor; provided that, for both of theforegoing clauses (i) and (ii), if such notice, e-mail or other communication isnot sent during the normal business hours of the recipient, such notice, e-mailor communication shall be deemed to have been sent at the opening of business onthe next Business Day for the recipient.

(c)Change of Address, Etc. Each of the Borrower and the Administrative Agent maychange its address, facsimile or telephone number for notices and othercommunications hereunder by notice to the other parties hereto. Each otherLender may change its address, facsimile or telephone number for notices andother communications hereunder by notice to the Borrower and the AdministrativeAgent.

(d)Platform.

(i)The Borrower hereby acknowledges that the Administrative Agent and/or theArranger may, but shall not be obligated to, make any materials provided by, oron behalf of, any Loan Party hereunder or under any other Loan Document(collectively, the "Borrower Materials") available to the Lenders by posting theBorrower Materials on the Platform.

(ii)The Borrower hereby acknowledges that certain of the Lenders may be"public-side" Lenders (i.e., Lenders that do not wish to receive materialnon-public information with respect to the Borrower or its securities) (each, a"Public Lender"). The Borrower hereby agrees that it will use commerciallyreasonable efforts to identify that portion of the Borrower Materials that maybe distributed to the Public Lenders and that (w) all such Borrower Materialsshall be clearly and conspicuously marked "PUBLIC" which, at a minimum, meansthat the word "PUBLIC" shall appear prominently on the first page thereof; (x)by marking Borrower Materials "PUBLIC," the Borrower shall be deemed to haveauthorized the Administrative Agent, the Arranger and the Lenders to treat suchBorrower Materials as not containing any material non-public information(although it may be sensitive and proprietary) with respect to the Borrower orits securities for purposes of United States federal and state securities laws(provided that to the extent such Borrower Materials constitute Information,they shall be treated as set forth in Section 10.7); (y) all Borrower Materialsmarked "PUBLIC" are permitted to be made available through a portion of thePlatform designated "Public Side Information;" and (z) the Administrative Agentand the Arranger shall be entitled to treat any Borrower Materials that are notmarked "PUBLIC" as being suitable only for posting on a portion of the Platformnot designated "Public Side Information."

(iii)The Platform is provided "as is" and "as available." The Agent Parties (asdefined below) do not warrant the adequacy of the Borrower Materials or thePlatform and expressly disclaim liability for errors or omissions in theBorrower Materials. No warranty of any kind, express, implied or statutory,including any warranty of merchantability, fitness for a particular purpose,non-infringement of third party rights or freedom from viruses or other codedefects, is made by any Agent Party in connection with the Borrower Materials orthe Platform. In no event shall the Administrative Agent or any of its RelatedParties (collectively, the "Agent Parties") have any liability to the Borrower,any other Loan Party, any Lender or any other Person for damages of any kind,including direct or indirect, special, incidental or consequential damages,losses or expenses (whether in tort, contract or otherwise) arising out of theBorrower's, any other Loan Party's or any Agent Party's transmission ofcommunications through the Platform.

(e)Private Side Designation. Each Public Lender agrees to cause at least oneindividual at, or on behalf of, such Public Lender to at all times have selectedthe "Private Side Information" or similar designation on the content declarationscreen of the Platform in order to enable such Public Lender or its

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delegate, in accordance with such Public Lender's compliance procedures andapplicable Law, including United States federal and state securities Laws, tomake reference to Borrower Materials that are not made available through the"Public Side Information" portion of the Platform and that may contain materialnon-public information with respect to any Loan Party or its securities forpurposes of United States federal or state securities Laws.

1.3No Waiver; Cumulative Remedies; Enforcement.

(a)No failure by any Lender or the Administrative Agent to exercise, and nodelay by any such Person in exercising, any right, remedy, power or privilegeunder this Agreement or any other Loan Document shall operate as a waiverthereof; nor shall any single or partial exercise of any right, remedy, power orprivilege under this Agreement or any other Loan Document preclude any other orfurther exercise thereof or the exercise of any other right, remedy, power orprivilege. The rights, remedies, powers and privileges under this Agreement andeach other Loan Document are cumulative and not exclusive of any rights,remedies, powers and privileges provided by Law.

(b)Notwithstanding anything to the contrary contained in this Agreement or anyother Loan Document, the authority to enforce rights and remedies under thisAgreement and the other Loan Documents against the Loan Parties or any of themshall be vested exclusively in, and all actions and proceedings at law inconnection with such enforcement shall be instituted and maintained exclusivelyby, the Administrative Agent in accordance with Section 8.1 for the benefit ofall the Lenders; provided that the foregoing shall not prohibit (i) theAdministrative Agent from exercising on its own behalf the rights and remediesthat inure to its benefit (solely in its capacity as Administrative Agent) underthis Agreement and the other Loan Documents, (ii) any Lender from exercisingsetoff rights in accordance with Section 10.8 (subject to the terms of Section2.11) or (iii) any Lender from filing proofs of claim or appearing and filingpleadings on its own behalf during the pendency of a proceeding relative to anyLoan Party under any Debtor Relief Law; and provided further that if at any timethere is no Person acting as Administrative Agent under this Agreement and theother Loan Documents, then (x) the Required Lenders shall have the rightsotherwise ascribed to the Administrative Agent pursuant to Section 8.1 and (y)in addition to the matters set forth in clauses (ii) and (iii) of the precedingproviso and subject to Section 2.11, any Lender may, with the consent of theRequired Lenders, enforce any rights and remedies available to it and asauthorized by the Required Lenders.

1.4Expenses; Indemnity; Damage Waiver.

(a)Costs and Expenses. The Borrower shall pay (i) all reasonable and documentedout-of-pocket expenses incurred by the Administrative Agent and its Affiliates(including the reasonable fees, charges and disbursements of counsel for theAdministrative Agent), in connection with the syndication of the creditfacilities provided for herein, the preparation, negotiation, execution,delivery and administration of this Agreement and the other Loan Documents, orany amendments, modifications or waivers of the provisions hereof or thereof(whether or not the transactions contemplated hereby or thereby shall beconsummated) and (ii) all out-of-pocket expenses incurred by the AdministrativeAgent or any Lender (including the fees, charges and disbursements of anycounsel for the Administrative Agent or any Lender), in connection with theenforcement or protection of its rights (A) in connection with this Agreementand the other Loan Documents, including its rights under this Section or (B) inconnection with Loans made hereunder, including all such out-of-pocket expensesincurred during any workout, restructuring or negotiations in respect of suchLoans.

(b)Indemnification by the Borrower. The Borrower shall indemnify theAdministrative Agent (and any sub-agent thereof), each Lender, and each RelatedParty of any of the foregoing Persons (each such Person being called an"Indemnitee") against, and hold each Indemnitee harmless from, any and alllosses, claims, damages, penalties, liabilities and related expenses (includingreasonable and documented out-of-pocket attorneys' fees, expenses and charges ofa single counsel to all Indemnitees (taken as a whole) and, if reasonablynecessary, a single local counsel for all Indemnitees (taken as a whole) in eachrelevant jurisdiction and with respect to each relevant specialty, and in thecase of an actual or perceived conflict of interest, one additional primary,local and/or special counsel in each relevant jurisdiction or specialty to theaffected Indemnitees similarly situated and taken as a whole), incurred by anyIndemnitee or asserted against any Indemnitee by any Person (including theBorrower or

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any other Loan Party) arising out of, in connection with, or as a result of(i) the execution or delivery of this Agreement, any other Loan Document or anyagreement or instrument contemplated hereby or thereby, the performance by theparties hereto of their respective obligations hereunder or thereunder or theconsummation of the transactions contemplated hereby or thereby, (ii) any Loanor the use or proposed use of the proceeds therefrom, (iii) any actual oralleged presence or release of hazardous materials on or from any Propertyowned, leased or operated by any Loan Party or any Subsidiary or Affiliatethereof, or any environmental liability related in any way to any Loan Party orany Subsidiary or Affiliate thereof or (iv) any actual or prospective claim,litigation, investigation or proceeding relating to any of the foregoing,whether based on contract, tort or any other theory, whether brought by a thirdparty or by the Borrower or any other Loan Party, and regardless of whether anyIndemnitee is a party thereto; provided that such indemnity shall not, as to anyIndemnitee, be available to the extent that such losses, claims, damages,liabilities or related expenses (A) are determined by a court of competentjurisdiction by final and nonappealable judgment to have resulted from the grossnegligence or willful misconduct of such Indemnitee, (B) result from a claimbrought by the Borrower against an Indemnitee for a material breach of suchIndemnitee's funding obligations hereunder, if the Borrower has obtained a finaland nonappealable judgment in its favor on such claim as determined by a courtof competent jurisdiction or (C) the result of any dispute solely amongIndemnitees, other than any claims (1) against FCMA or any of its Affiliates inits respective capacity as Administrative Agent or Arranger or in fulfilling itsrole as an Administrative Agent or Arranger or any similar role hereunder orunder any other Loan Document or (2) arising out of any act or omission on thepart of the Borrower or any of its Subsidiaries or Affiliates. This Section10.4(b) shall not apply with respect to Taxes other than any Taxes thatrepresent losses, claims, damages, etc. arising from any non-Tax claim.

(c)Reimbursement by Lenders. To the extent that the Borrower for any reasonfails to indefeasibly pay any amount required under subsection (a) or (b) ofthis Section to be paid by it to the Administrative Agent (or any sub-agentthereof) or any Related Party of the Administrative Agent, each Lender severallyagrees to pay to the Administrative Agent (or any such sub-agent) or suchRelated Party, as the case may be, such Lender's pro rata share (determined asof the time that the applicable unreimbursed expense or indemnity payment issought based on each Lender's share of the Total Credit Exposure at such time,or if the Total Credit Exposure has been reduced to zero, then based on suchLender's share of the Total Credit Exposure immediately prior to such reduction)of such unpaid amount (including any such unpaid amount in respect of a claimasserted by such Lender); provided that, the unreimbursed expense or indemnifiedloss, claim, damage, liability or related expense, as the case may be, wasincurred by or asserted against the Administrative Agent (or any such sub-agent)in its capacity as such, or against any Related Party of any of the foregoingacting for the Administrative Agent (or any such sub-agent) in connection withsuch capacity. The obligations of the Lenders under this subsection (c) aresubject to the provisions of Section 2.10(c).

(d)Waiver of Consequential Damages, Etc. To the fullest extent permitted byapplicable Law, the Borrower shall not assert, and the Borrower hereby waives,any claim against any Indemnitee, on any theory of liability, for special,indirect, consequential or punitive damages (as opposed to direct or actualdamages) arising out of, in connection with, or as a result of, this Agreement,any other Loan Document or any agreement or instrument contemplated hereby, thetransactions contemplated hereby or thereby, any Loan or the use of the proceedsthereof. No Indemnitee referred to in subsection (b) above shall be liable forany damages arising from the use by unintended recipients of any information orother materials distributed by it through telecommunications, electronic orother information transmission systems in connection with this Agreement or theother Loan Documents or the transactions contemplated hereby or thereby.

(e)Payments. All amounts due under this Section 10.4 shall be payable not laterthan 10 Business Days after demand therefor.

(f)Survival. Each party's obligations under this Section shall survive thetermination of the Loan Documents and payment of the obligations hereunder.

1.5Payments Set Aside. To the extent that any payment by or on behalf of theBorrower is made to the Administrative Agent or any Lender, or theAdministrative Agent or any Lender exercises its right of setoff, and suchpayment or the proceeds of such setoff or any part thereof is subsequently

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invalidated, declared to be fraudulent or preferential, set aside or required(including pursuant to any settlement entered into by the Administrative Agentor such Lender in its discretion) to be repaid to a trustee, receiver or anyother party, in connection with any proceeding under any Debtor Relief Law orotherwise, then (a) to the extent of such recovery, the obligation or partthereof originally intended to be satisfied shall be revived and continued infull force and effect as if such payment had not been made or such setoff hadnot occurred and (b) each Lender severally agrees to pay to the AdministrativeAgent upon demand its applicable share (without duplication) of any amount sorecovered from or repaid by the Administrative Agent, plus interest thereon fromthe date of such demand to the date such payment is made at a rate per annumequal to the Federal Funds Rate from time to time in effect. The obligations ofthe Lenders under clause (b) of the preceding sentence shall survive the paymentin full of the Obligations and the termination of this Agreement.

1.6Successors and Assigns.

(a)Successors and Assigns Generally. The provisions of this Agreement shall bebinding upon and inure to the benefit of the parties hereto and their respectivesuccessors and assigns permitted hereby, except that the Borrower may not assignor otherwise transfer any of its rights or obligations hereunder without theprior written consent of the Administrative Agent and each Lender, and no Lendermay assign or otherwise transfer any of its rights or obligations hereunderexcept (i) to an assignee in accordance with the provisions of subsection (b) ofthis Section, (ii) by way of participation in accordance with the provisions ofsubsection (d) of this Section or (iii) by way of pledge or assignment of asecurity interest subject to the restrictions of subsection (e) of this Section.Any other attempted assignment or transfer by any party hereto shall be null andvoid. Nothing in this Agreement, expressed or implied, shall be construed toconfer upon any Person (other than the parties hereto, their respectivesuccessors and assigns permitted hereby, Participants to the extent provided insubsection (d) of this Section and, to the extent expressly contemplated hereby,the Related Parties of each of the Administrative Agent and the Lenders) anylegal or equitable right, remedy or claim under or by reason of this Agreement.

(b)Assignments by Lenders. Any Lender may at any time assign to one or moreassignees all or a portion of its rights and obligations under this Agreement(including all or a portion of its Commitment(s) and the Loans); provided thatany such assignment shall be subject to the following conditions:

(i)Minimum Amounts.

(A)in the case of an assignment of the entire remaining amount of the assigningLender's Commitment and/or the Loans at the time owing to it or contemporaneousassignments to related Approved Funds (determined after giving effect to suchassignments) that equal at least the amount specified in clause (b)(i)(B) ofthis Section in the aggregate or in the case of an assignment to a Lender, anAffiliate of a Lender or an Approved Fund, no minimum amount need be assigned;and

(B)in any case not described in clause (b)(i)(A) of this Section, the aggregateamount of the Commitment (which for this purpose includes Loans outstandingthereunder) or, if the Commitment is not then in effect, the principaloutstanding balance of the Loans of the assigning Lender subject to each suchassignment (determined as of the date the Assignment and Assumption with respectto such assignment is delivered to the Administrative Agent or, if "Trade Date"is specified in the Assignment and Assumption, as of the Trade Date) shall notbe less than $5,000,000, unless each of the Administrative Agent and, so long asno Default or Event of Default has occurred and is continuing, the Borrowerotherwise consents (each such consent not to be unreasonably withheld ordelayed); provided that the Borrower shall be deemed to have consented to anysuch assignment unless it shall object thereto by written notice to theAdministrative Agent within five Business Days after having received noticethereof.

(ii)Proportionate Amounts. Each partial assignment shall be made as anassignment of a proportionate part of all the assigning Lender's rights andobligations under this Agreement with respect to the Loans or the Commitmentassigned, except that this clause (ii) shall not

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prohibit any Lender from assigning all or a portion of its rights andobligations among the separate credit facilities provided hereunder on a non-prorata basis.

(iii)Required Consents. No consent shall be required for any assignment exceptto the extent required by clause (b)(i)(B) of this Section and, in addition:

(A)the consent of the Borrower (such consent not to be unreasonably withheld ordelayed) shall be required unless (1) a Default or an Event of Default hasoccurred and is continuing at the time of such assignment or (2) such assignmentis to a Lender, an Affiliate of a Lender or an Approved Fund; provided that theBorrower shall be deemed to have consented to any such assignment unless itshall object thereto by written notice to the Administrative Agent within fiveBusiness Days after having received notice thereof; and provided further thatthe Borrower's consent shall not be required during the primary syndication ofthe credit facilities provided herein; and

(B)the consent of the Administrative Agent (such consent not to be unreasonablywithheld or delayed) shall be required for assignments in respect of (1) anyunfunded Commitment if such assignment is to a Person that is not a Lender witha Commitment in respect of the applicable facility, an Affiliate of such Lenderor an Approved Fund with respect to such Lender or (2) any Term Loan to a Personthat is not a Lender, an Affiliate of a Lender or an Approved Fund; providedthat the consent of the Administrative Agent (which may withheld in theAdministrative Agent's sole discretion) shall be required for any assignment toany Person that is not a Farm Credit System Institution.

(iv)Assignment and Assumption. The parties to each assignment shall execute anddeliver to the Administrative Agent an Assignment and Assumption, together witha processing and recordation fee in the amount of $3,500; provided that theAdministrative Agent may, in its sole discretion, elect to waive such processingand recordation fee in the case of any assignment. The assignee, if it is not aLender, shall deliver to the Administrative Agent an AdministrativeQuestionnaire.

(v)No Assignment to Certain Persons. No such assignment shall be made to (A) theBorrower or any of the Borrower's Affiliates or Subsidiaries, (B) any DefaultingLender or any of its Subsidiaries, or any Person who, upon becoming a Lenderhereunder, would constitute a Defaulting Lender or a Subsidiary thereof or (C) anatural Person (or a holding company, investment vehicle or trust for, or ownedand operated by or for the primary benefit of, one or more natural Persons).

(vi)Certain Additional Payments. In connection with any assignment of rights andobligations of any Defaulting Lender hereunder, no such assignment shall beeffective unless and until, in addition to the other conditions thereto setforth herein, the parties to the assignment shall make such additional paymentsto the Administrative Agent in an aggregate amount sufficient, upon distributionthereof as appropriate (which may be outright payment, purchases by the assigneeof participations or subparticipations, or other compensating actions, includingfunding, with the consent of the Borrower and the Administrative Agent, theapplicable pro rata share of Loans previously requested but not funded by theDefaulting Lender, to each of which the applicable assignee and assignor herebyirrevocably consent), to (A) pay and satisfy in full all payment liabilitiesthen owed by such Defaulting Lender to the Administrative Agent or any otherLender hereunder (and interest accrued thereon) and (B) acquire (and fund asappropriate) its full pro rata share of all Loans in accordance with itsApplicable Percentage. Notwithstanding the foregoing, in the event that anyassignment of rights and obligations of any Defaulting Lender hereunder shallbecome effective under applicable Law without compliance with the provisions ofthis paragraph, then the assignee of such interest shall be deemed to be aDefaulting Lender for all purposes of this Agreement until such complianceoccurs.

Subject to acceptance and recording thereof by the Administrative Agent pursuantto subsection (c) of this Section, from and after the effective date specifiedin each Assignment and Assumption, the assignee

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thereunder shall be a party to this Agreement and, to the extent of the interestassigned by such Assignment and Assumption, have the rights and obligations of aLender under this Agreement, and the assigning Lender thereunder shall, to theextent of the interest assigned by such Assignment and Assumption, be releasedfrom its obligations under this Agreement (and, in the case of an Assignment andAssumption covering all of the assigning Lender's rights and obligations underthis Agreement, such Lender shall cease to be a party hereto) but shall continueto be entitled to the benefits of Sections 3.1, 3.4, 3.5 and 10.4 with respectto facts and circumstances occurring prior to the effective date of suchassignment; provided that except to the extent otherwise expressly agreed by theaffected parties, no assignment by a Defaulting Lender will constitute a waiveror release of any claim of any party hereunder arising from that Lender's havingbeen a Defaulting Lender. Any assignment or transfer by a Lender of rights orobligations under this Agreement that does not comply with this subsection (b)shall be treated for purposes of this Agreement as a sale by such Lender of aparticipation in such rights and obligations in accordance with subsection (d)of this Section (other than a proposed assignment to the Borrower or any of itsSubsidiaries or Affiliates or to a natural Person (or a holding company,investment vehicle or trust for, or owned and operated for the primary benefitof, a natural Person), which, in each case, shall be null and void).

(c)Register. The Administrative Agent, acting solely for this purpose as anon-fiduciary agent of the Borrower (and such agency being solely for taxpurposes), shall maintain at the Administrative Agent's Office a copy of eachAssignment and Assumption delivered to it (or the equivalent thereof inelectronic form) and a register for the recordation of the names and addressesof the Lenders, and the Commitments of, and principal amounts (and statedinterest) of the Loans owing to, each Lender pursuant to the terms hereof fromtime to time (the "Register"). The entries in the Register shall be conclusiveabsent manifest error, and the Borrower, the Administrative Agent and theLenders shall treat each Person whose name is recorded in the Register pursuantto the terms hereof as a Lender hereunder for all purposes of this Agreement.The Register shall be available for inspection by the Borrower and any Lender(but only to the extent of the entries therein that are directly applicable tosuch Lender), at any reasonable time and from time to time upon reasonable priornotice.

(d)Participations. Any Lender may at any time, without the consent of, or noticeto, the Borrower or the Administrative Agent, sell participations to any Person(other than a natural Person, or a holding company, investment vehicle or trustfor, or owned and operated by or for the primary benefit of, one or more naturalPersons, a Defaulting Lender or the Borrower or any of the Borrower's Affiliatesor Subsidiaries) (each, a "Participant") in all or a portion of such Lender'srights and/or obligations under this Agreement (including all or a portion ofits Commitment and/or the Loans owing to it); provided that (i) such Lender'sobligations under this Agreement shall remain unchanged, (ii) such Lender shallremain solely responsible to the other parties hereto for the performance ofsuch obligations and (iii) the Borrower, the Administrative Agent and theLenders shall continue to deal solely and directly with such Lender inconnection with such Lender's rights and obligations under this Agreement. Forthe avoidance of doubt, each Lender shall be responsible for the indemnity underSection 10.4(c) without regard to the existence of any participation.

Any agreement or instrument pursuant to which a Lender sells such aparticipation shall provide that such Lender shall retain the sole right toenforce this Agreement and to approve any amendment, modification or waiver ofany provision of this Agreement; provided that such agreement or instrument mayprovide that such Lender will not, without the consent of the Participant, agreeto any amendment, modification or waiver described in the first proviso toSection 10.1 that affects such Participant. The Borrower agrees that eachParticipant shall be entitled to the benefits of Sections 3.1, 3.4 and 3.5(subject to the requirements and limitations therein, including the requirementsunder Section 3.1(g) (it being understood that the documentation required underSection 3.1(g) shall be delivered to the Lender who sells the participation)) tothe same extent as if it were a Lender and had acquired its interest byassignment pursuant to subsection (b) of this Section; provided that suchParticipant (A) agrees to be subject to the provisions of Section 3.6 as if itwere an assignee under subsection (b) of this Section and (B) shall not beentitled to receive any greater payment under Sections 3.1 or 3.4, with respectto any participation, than the Lender from whom it acquired the applicableparticipation would have been entitled to receive, except to the extent suchentitlement to receive a greater payment results from a Change in Law thatoccurs after the Participant acquired the applicable participation. Each Lenderthat sells a participation agrees, at the Borrower's request and expense, to usereasonable efforts to cooperate

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with the Borrower to effectuate the provisions of Section 3.6 with respect toany Participant. To the extent permitted by Law, each Participant also shall beentitled to the benefits of Section 10.8 as though it were a Lender; providedthat such Participant agrees to be subject to Section 2.11 as though it were aLender. Each Lender that sells a participation shall, acting solely for thispurpose as a non-fiduciary agent of the Borrower, maintain a register on whichit enters the name and address of each Participant and the principal amounts(and stated interest) of each Participant's interest in the Loans or otherobligations under the Loan Documents (the "Participant Register"); provided thatno Lender shall have any obligation to disclose all or any portion of theParticipant Register (including the identity of any Participant or anyinformation relating to a Participant's interest in any commitments, loans,letters of credit or its other obligations under any Loan Document) to anyPerson except to the extent that such disclosure is necessary to establish thatsuch commitment, loan, letter of credit or other obligation is in registeredform under Section 5f.103-1(c) of the United States Treasury Regulations. Theentries in the Participant Register shall be conclusive absent manifest error,and such Lender shall treat each Person whose name is recorded in theParticipant Register as the owner of such participation for all purposes of thisAgreement notwithstanding any notice to the contrary. For the avoidance ofdoubt, the Administrative Agent (in its capacity as Administrative Agent) shallhave no responsibility for maintaining a Participant Register.

Notwithstanding anything in this subsection (d) to the contrary, any Participantthat is a Farm Credit Lender that (i) has purchased a participation from aLender that is a Farm Credit Lender in a minimum amount of $5,000,000 (in theaggregate across all facilities), (ii) has been designated as a votingParticipant (a "Voting Participant") in a notice (a "Voting Participant Notice")sent by the relevant Lender (including any existing Voting Participant) to theAdministrative Agent and (iii) receives, prior to becoming a Voting Participant,the consent of the Administrative Agent (such Administrative Agent consent to berequired only to the extent and under the circumstances it would be required ifsuch Voting Participant were to become a Lender pursuant to an assignment inaccordance with Section 10.6(b) and such consent is not required for anassignment to an existing Voting Participant), shall be entitled to vote as ifsuch Voting Participant were a Lender on all matters subject to a vote byLenders, and the voting rights of the selling Lender (including any existingVoting Participant) shall be correspondingly reduced, on a dollar-for-dollarbasis. Each Voting Participant Notice shall include, with respect to eachVoting Participant, the information that would be included by a prospectiveLender in an Assignment and Assumption. Notwithstanding the foregoing, eachFarm Credit Lender designated as a Voting Participant in Schedule 10.6(d) shallbe a Voting Participant without delivery of a Voting Participant Notice andwithout the prior written consent of the Administrative Agent. The sellingLender and the Voting Participant shall notify the Administrative Agent and theBorrower within three Business Days of any termination of, or reduction orincrease in the amount of, such participation and shall promptly upon request ofthe Administrative Agent update or confirm there has been no change in theinformation set forth in Schedule 10.6(d) or delivered in connection with anyVoting Participant Notice. The Borrower and the Administrative Agent shall beentitled to conclusively rely on information provided by a Lender identifyingitself or its participant as a Farm Credit Lender without verification thereofand may also conclusively rely on the information set forth in Schedule 10.6(d),delivered in connection with any Voting Participant Notice or otherwisefurnished pursuant to this paragraph and, unless and until notified thereof inwriting by the selling Lender, may assume that there have been no changes in theidentity of Voting Participants, the Dollar amount of participations, thecontact information of the participants or any other information furnished tothe Borrower or the Administrative Agent pursuant to this paragraph. The votingrights hereunder of each Voting Participant are solely for the benefit of suchVoting Participant and shall not inure to any assignee or participant of aVoting Participant.

(e)Certain Pledges. Any Lender may at any time pledge or assign a securityinterest in all or any portion of its rights under this Agreement (includingunder its Note, if any) to secure obligations of such Lender, including anypledge or assignment to secure obligations to a Federal Reserve Bank or, withrespect to any Farm Credit Lender, the Federal Farm Credit Banks FundingCorporation or such other funding lender with respect to such Farm CreditLender; provided that no such pledge or assignment shall release such Lenderfrom any of its obligations hereunder or substitute any such pledgee or assigneefor such Lender as a party hereto.

1.7Treatment of Certain Information; Confidentiality. Each of the AdministrativeAgent and the Lenders agrees to maintain the confidentiality of the Information(as defined below), except that Information may be disclosed (a) to itsAffiliates, its auditors and its Related Parties (it being understood

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that the Persons to whom such disclosure is made will be informed of theconfidential nature of such Information and instructed to keep such Informationconfidential) in connection with the credit facilities provided for herein, thisAgreement, the transactions contemplated hereby or in connection with marketingof services by such Affiliate or Related Party to the Borrower or any of itsSubsidiaries, (b) to the extent required or requested by any supervisoryauthority or regulatory authority purporting to have jurisdiction over suchPerson or its Related Parties (including any self-regulatory authority, such asthe National Association of Insurance Commissioners), (c) to the extent requiredby applicable Law or by any subpoena or similar legal process, (d) to any otherparty hereto, (e) in connection with the exercise of any remedies hereunder orunder any other Loan Document or any action or proceeding relating to thisAgreement or any other Loan Document or the enforcement of rights hereunder orthereunder, (f) subject to an agreement containing provisions substantially thesame as those of this Section, to (i) any assignee of or Participant in, or anyprospective assignee of or Participant in, any of its rights and obligationsunder this Agreement or (ii) any actual or prospective party (or its RelatedParties) to any Swap, derivative or other transaction under which payments areto be made by reference to the Borrower and its obligations, this Agreement orpayments hereunder, (g) on a confidential basis to (i) any rating agency inconnection with rating the Borrower or its Subsidiaries or the credit facilitiesprovided hereunder or (ii) the CUSIP Service Bureau or any similar agency inconnection with the, application, issuance, publishing and monitoring of CUSIPnumbers or other market identifiers with respect to the credit facilitiesprovided hereunder, (h) with the consent of the Borrower or (i) to the extentsuch Information (x) becomes publicly available other than as a result of abreach of this Section, (y) becomes available to the Administrative Agent, anyLender or any of their respective Affiliates on a nonconfidential basis from asource other than the Borrower or (z) is independently discovered or developedby a party hereto without utilizing any Information received from the Borroweror violating the terms of this Section. In addition, the Administrative Agentand the Lenders may disclose the existence of this Agreement and customaryinformation about this Agreement to market data collectors, similar serviceproviders to the lending industry and service providers to the AdministrativeAgent and the Lenders in connection with the administration of this Agreement,the other Loan Documents, and the Commitments.

For purposes of this Section, "Information" means all information received fromany Loan Party or any of their respective Subsidiaries relating to any LoanParty or any of their respective Subsidiaries or any of their respectivebusinesses, other than any such information that is available to theAdministrative Agent or any Lender on a nonconfidential basis prior todisclosure by such Loan Party or such Subsidiary; provided that, in the case ofinformation received from any Loan Party or any of their respective Subsidiariesafter the date hereof, such information is clearly identified at the time ofdelivery as confidential. Any Person required to maintain the confidentiality ofInformation as provided in this Section shall be considered to have compliedwith its obligation to do so if such Person has exercised the same degree ofcare to maintain the confidentiality of such Information as such Person wouldaccord to its own confidential information.

1.8Right of Setoff. If an Event of Default shall have occurred and becontinuing, each Lender and each of their respective Affiliates is herebyauthorized at any time and from time to time, after obtaining the prior writtenconsent of the Administrative Agent, to the fullest extent permitted byapplicable Law, to set off and apply any and all deposits (general or special,time or demand, provisional or final, in whatever currency) at any time held andother obligations (in whatever currency) at any time owing by such Lender or anysuch Affiliate to or for the credit or the account of the Borrower against anyand all of the obligations of the Borrower now or hereafter existing under thisAgreement or any other Loan Document to such Lender or their respectiveAffiliates, irrespective of whether or not such Lender or such Affiliate shallhave made any demand under this Agreement or any other Loan Document andalthough such obligations of the Borrower may be contingent or unmatured or areowed to a branch or office or Affiliate of such Lender different from thebranch, office or Affiliate holding such deposit or obligated on suchindebtedness; provided that in the event that any Defaulting Lender shallexercise any such right of setoff, (x) all amounts so set off shall be paid overimmediately to the Administrative Agent for further application in accordancewith the provisions of Section 2.12 and, pending such payment, shall besegregated by such Defaulting Lender from its other funds and deemed held intrust for the benefit of the Administrative Agent and the Lenders and (y) theDefaulting Lender shall provide promptly to the Administrative Agent a statementdescribing in reasonable detail the Obligations owing to such Defaulting Lenderas to which it exercised such right of setoff. The rights of each Lender andtheir respective Affiliates under this Section are in addition to other rightsand remedies (including other rights

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of setoff) that such Lender or their respective Affiliates may have. Each Lenderagrees to notify the Borrower and the Administrative Agent promptly after anysuch setoff and application; provided that the failure to give such notice shallnot affect the validity of such setoff and application. This Section 10.8 shallnot apply to any action taken by any Farm Credit Lender with respect to any FarmCredit Equities held by the Borrower.

1.9Survival of Representations and Warranties. All representations andwarranties made hereunder and in any other Loan Document or other documentdelivered pursuant hereto or thereto or in connection herewith or therewithshall survive the execution and delivery hereof and thereof. Suchrepresentations and warranties have been or will be relied upon by theAdministrative Agent and each Lender, regardless of any investigation made bythe Administrative Agent or any Lender or on their behalf and notwithstandingthat the Administrative Agent or any Lender may have had notice or knowledge ofany Default or Event of Default at the time of any Credit Extension, and shallcontinue in full force and effect as long as any Loan or any other Obligationhereunder shall remain unpaid or unsatisfied.

1.10Independent Effect of Covenants. The Borrower expressly acknowledges andagrees that each covenant contained in Article VI shall be given independenteffect. Accordingly, the Borrower shall not engage in any transaction or otheract otherwise permitted under any covenant contained in Article VI, if before orafter giving effect to such transaction or act the Borrower shall or would be inbreach of any other covenant contained in Article VI.

1.11Governing Law; Jurisdiction; Etc.

(a)Governing Law. This Agreement and the other Loan Documents and any claims,controversy, dispute or cause of action (whether in contract or tort orotherwise) based upon, arising out of or relating to this Agreement or any otherLoan Document (except, as to any other Loan Document, as expressly set forththerein) and the transactions contemplated hereby and thereby shall be governedby, and construed in accordance with, the law of the State of New York.

(b)Submission to Jurisdiction. The Borrower irrevocably and unconditionallyagrees that it will not commence any action, litigation or proceeding of anykind or description, whether in law or equity, whether in contract or in tort orotherwise, against the Administrative Agent, any Lender, or any Related Party ofthe foregoing in any way relating to this Agreement or any other Loan Documentor the transactions relating hereto or thereto, in any forum other than thecourts of the State of New York sitting in New York County and of the UnitedStates District Court of the Southern District of New York, and any appellatecourt from any court thereof, and each of the parties hereto irrevocably andunconditionally submits to the jurisdiction of such courts and agrees that allclaims in respect of any such action, litigation or proceeding may be heard anddetermined in such New York state court or, to the fullest extent permitted byapplicable Law, in such federal court. Each of the parties hereto agrees that afinal judgment in any such action, litigation or proceeding shall be conclusiveand may be enforced in other jurisdictions by suit on the judgment or in anyother manner provided by Law. Nothing in this Agreement or in any other LoanDocument shall affect any right that the Administrative Agent or any Lender mayotherwise have to bring any action or proceeding relating to this Agreement orany other Loan Document against the Borrower or its properties in the courts ofany jurisdiction.

(c)Waiver of Venue. The Borrower irrevocably and unconditionally waives, to thefullest extent permitted by applicable Law, any objection that it may now orhereafter have to the laying of venue of any action or proceeding arising out ofor relating to this Agreement or any other Loan Document in any court referredto in subsection (b) of this Section. Each of the parties hereto herebyirrevocably waives, to the fullest extent permitted by applicable Law, thedefense of an inconvenient forum to the maintenance of such action or proceedingin any such court.

(d)Service of Process. Each party hereto irrevocably consents to service ofprocess in the manner provided for notices in Section 10.2. Nothing in thisAgreement will affect the right of any party hereto to serve process in anyother manner permitted by applicable Law.

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1.12WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THEFULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BYJURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATINGTO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATEDHEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACHPARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANYOTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSONWOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTERINTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THEMUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

1.13Counterparts; Integration; Effectiveness; Electronic Execution.

(a)Counterparts; Integration; Effectiveness. This Agreement may be executed incounterparts (and by different parties hereto in different counterparts), eachof which shall constitute an original, but all of which when taken togethershall constitute a single contract. This Agreement and the other Loan Documents,and any separate letter agreements with respect to fees payable to theAdministrative Agent or the Arranger, constitute the entire contract among theparties relating to the subject matter hereof and supersede any and all previousagreements and understandings, oral or written, relating to the subject matterhereof. Except as provided in Section 4.1, this Agreement shall become effectivewhen it shall have been executed by the Administrative Agent and when theAdministrative Agent shall have received counterparts hereof that, when takentogether, bear the signatures of each of the other parties hereto. Delivery ofan executed counterpart of a signature page of this Agreement by facsimile or inelectronic (e.g. "pdf" or "tif") format shall be effective as delivery of amanually executed counterpart of this Agreement.

(b)Electronic Execution of Assignments. The words "execution," "signed,""signature," and words of like import in any Assignment and Assumption shall bedeemed to include electronic signatures or the keeping of records in electronicform, each of which shall be of the same legal effect, validity orenforceability as a manually executed signature or the use of a paper-basedrecordkeeping system, as the case may be, to the extent and as provided for inany applicable Law, including the Federal Electronic Signatures in Global andNational Commerce Act, the New York State Electronic Signatures and Records Act,or any other similar state Laws based on the Uniform Electronic TransactionsAct.

1.14No Advisory or Fiduciary Responsibility. In connection with all aspects ofeach transaction contemplated hereby (including in connection with anyamendment, waiver or other modification hereof or of any other Loan Document),the Borrower acknowledges and agrees, and acknowledges its Affiliates'understanding, that: (i) (A) the arranging and other services regarding thisAgreement provided by the Administrative Agent, the Arranger, and the Lendersare arm's-length commercial transactions between the Loan Parties and theirrespective Affiliates, on the one hand, and the Administrative Agent, theArranger, and the Lenders, on the other hand, (B) each of the Loan Parties hasconsulted its own legal, accounting, regulatory and tax advisors to the extentit has deemed appropriate, and (C) each of the Loan Parties is capable ofevaluating, and understands and accepts, the terms, risks and conditions of thetransactions contemplated by this Agreement and by the other Loan Documents;(ii) (A) the Administrative Agent, the Arranger and the Lenders each is and hasbeen acting solely as a principal and, except as expressly agreed in writing bythe relevant parties, has not been, is not, and will not be acting as anadvisor, agent or fiduciary for any Loan Party or any of their respectiveAffiliates, or any other Person and (B) neither the Administrative Agent, theArranger nor any Lender has any obligation to any Loan Party or any of theirrespective Affiliates with respect to the transactions contemplated herebyexcept those obligations expressly set forth in this Agreement and in the otherLoan Documents; and (iii) the Administrative Agent, the Arranger, the Lenders,and their respective Affiliates may be engaged in a broad range of transactionsthat involve interests that differ from those of the Loan Parties and theirrespective Affiliates, and neither the Administrative Agent, the Arranger norany Lender has any obligation to disclose any of such interests to any LoanParty or any of their respective Affiliates. To the fullest extent permitted byLaw, the Borrower hereby waives and releases any claims that it may have againstthe Administrative Agent, the Arranger and the Lenders with respect to anybreach or

--------------------------------------------------------------------------------

alleged breach of agency or fiduciary duty in connection with any aspect of anytransaction contemplated hereby.

1.15Severability. If any provision of this Agreement or the other Loan Documentsis held to be illegal, invalid or unenforceable, (a) the legality, validity andenforceability of the remaining provisions of this Agreement and the other LoanDocuments shall not be affected or impaired thereby and (b) the parties shallendeavor in good faith negotiations to replace the illegal, invalid orunenforceable provisions with valid provisions the economic effect of whichcomes as close as possible to that of the illegal, invalid or unenforceableprovisions. The invalidity of a provision in a particular jurisdiction shall notinvalidate or render unenforceable such provision in any other jurisdiction.Without limiting the foregoing provisions of this Section 10.15, if and to theextent that the enforceability of any provisions in this Agreement relating toDefaulting Lenders shall be limited by Debtor Relief Laws, as determined in goodfaith by the Administrative Agent, then such provisions shall be deemed to be ineffect only to the extent not so limited.

1.16USA PATRIOT Act. The Administrative Agent (for itself and not on behalf ofany Lender), if it is subject to the PATRIOT Act, and each Lender that issubject to the PATRIOT Act hereby notifies the Borrower that pursuant to therequirements of the PATRIOT Act, it is required to obtain, verify and recordinformation that identifies each Loan Party, which information includes the nameand address of each Loan Party and other information that will allow such Lenderor the Administrative Agent, as applicable, to identify each Loan Party inaccordance with the PATRIOT Act. The Borrower shall, promptly following arequest by the Administrative Agent or any Lender, provide all documentation andother information that the Administrative Agent or such Lender requests in orderto comply with its ongoing obligations under applicable "know your customer" andAnti-Money Laundering Laws, including the PATRIOT Act.

1.17Inconsistencies with Other Documents. In the event there is a conflict orinconsistency between this Agreement and any other Loan Document, the terms ofthis Agreement shall control.

1.18Borrower Rights. Notwithstanding anything to the contrary in this Agreementor any other Loan Document, the rights and obligations of the AdministrativeAgent and the Loan Parties under this Agreement and the other Loan Documents(including those set forth in Article VIII) are subject to the Farm Credit Actof 1971 and the rules and regulations promulgated thereunder (including theborrower rights set forth in 12 CFR 617 (the "Borrower Rights")), as the samemay be amended or supplemented from time to time. The Administrative Agent hasprovided a written summary description of the Borrower Rights to the Borrowerand the Lenders prior to the Closing Date and, upon request, will provide thesame summary description to any Lender becoming a party hereto after the ClosingDate.

1.19Acknowledgement and Consent to Bail-In of Affected Financial Institutions.Solely to the extent any Lender that is an Affected Financial Institution is aparty to this Agreement and notwithstanding anything to the contrary in any LoanDocument or in any other agreement, arrangement or understanding among any suchparties, each party hereto acknowledges that any liability of any Lender that isan Affected Financial Institution arising under any Loan Document, to the extentsuch liability is unsecured, may be subject to the Write-Down and ConversionPowers of the applicable Resolution Authority and agrees and consents to, andacknowledges and agrees to be bound by:

(a)the application of any Write-Down and Conversion Powers by the applicableResolution Authority to any such liabilities arising hereunder which may bepayable to it by any Lender that is an Affected Financial Institution; and

(b)the effects of any Bail-In Action on any such liability, including, ifapplicable:

(i)a reduction in full or in part or cancellation of any such liability;

(ii)a conversion of all, or a portion of, such liability into shares or otherinstruments of ownership in such Affected Financial Institution, its parentundertaking, or a bridge institution that may be issued to it or otherwiseconferred on it, and that such shares or other instruments of

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ownership will be accepted by it in lieu of any rights with respect to any suchliability under this Agreement or any other Loan Document; or

(iii)the variation of the terms of such liability in connection with theexercise of the Write-Down and Conversion Powers of the applicable ResolutionAuthority.

 [Signature pages follow.] 66

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be dulyexecuted as of the date first above written.

BORROWER:

THE ANDERSONS, INC.

By:Name:Title:

 TERM LOAN AGREEMENT Signature Page

--------------------------------------------------------------------------------

ADMINISTRATIVE AGENT AND LENDER(S):

FARM CREDIT MID-AMERICA, PCA, asAdministrative Agent

By:Name:Title:

 TERM LOAN AGREEMENT Signature Page

--------------------------------------------------------------------------------

FARM CREDIT MID-AMERICA, PCA, as a Lender

By:Name:Title:

 TERM LOAN AGREEMENT Signature Page

--------------------------------------------------------------------------------

 ANNEX A

 COMMITMENTS AND APPLICABLE PERCENTAGES

 Lender Term Loan Commitment Applicable PercentageFarm Credit Mid-America, PCA $100,000,000.00 100.000000000%Total $100,000,000.00 100.000000000%

Apr 03, 2023

COMTEX_428575942/2254/2023-04-06T23:33:49

(Video) Andersons Fund Supporting Organization

Is there a problem with this press release? Contact the source provider Comtex at editorial@comtex.com. You can also contact MarketWatch Customer Service via our Customer Center.

The MarketWatch News Department was not involved in the creation of this content.

FAQs

What does the Andersons Inc do? ›

The Andersons is a trusted buyer of grains, oilseeds, food-grade soybeans, and organic crops with grain terminals throughout Ontario, Canada. We find global markets for customers' grain and specialty crops and offer risk management solutions through our Freedom® Pricing Tools.

Learn More Now ›

Who owns the Andersons Fertilizer company? ›

The Andersons

Type	Public
Founders	Harold Anderson Margaret Anderson
Headquarters	Maumee, Ohio , United States
Area served	U.S.
Key people	Michael J. Anderson (Chairman) Patrick E. Bowe (CEO)

12 more rows

Where is the Andersons headquartered? ›

Maumee, OH

The Andersons, Inc. / Headquarters

Maumee is a city in Lucas County, Ohio, United States. Located along the Maumee River, it is about 10 miles southwest of Toledo. The population was 14,286 at the 2010 census. Maumee was declared an All-America City by the National Civic League in June 2006.

Wikipedia

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How many employees does the Andersons Inc have? ›

The Andersons has 1,819 employees.

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Is Anderson stock a buy or sell? ›

Andersons has received a consensus rating of Buy. The company's average rating score is 2.50, and is based on 1 buy rating, 1 hold rating, and no sell ratings.

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Is Andersons Inc a Fortune 500 company? ›

Our evolution from a small family business to a publicly traded Fortune 500® company is based on our deep commitment to service - both to our valued customers and the world we share.

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How many locations does the Andersons have? ›

The Andersons Corporate Headquarters and Office Locations

The Andersons is headquartered in Maumee, OH and has 48 office locations located throughout the US. See if The Andersons is hiring near you.

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What does the Andersons make? ›

The Andersons is a diversified company conducting business across North America in the grain, ethanol, plant nutrient, logistics, and consumer retail sectors.

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What is Andersons Inc net worth? ›

The Andersons has a market cap or net worth of $1.27 billion as of May 7, 2023. Its market cap has decreased by -26.37% in one year.

Get More Info Here ›

Who are the Andersons competitors? ›

Cargill

CHS Inc.

ADM

What is the history of the Andersons Inc? ›

The Andersons opened the first deep-water grain loading facility on the U.S. side of the Great Lakes. Champaign, Illinois, was opened as the first elevator in the U.S. capable of loading 100-car unit trains destined for the East Coast, the Gulf, and the fast-growing export market.

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What industry is the Andersons in? ›

Description. The Andersons, Inc. operates in trade, renewables, and plant nutrient sectors in the United States and internationally. It operates through three segments: Trade, Renewables, and Plant Nutrient.

Who is the CEO of the Andersons? ›

Patrick E. Bowe (Nov 2, 2015–)

The Andersons, Inc. / CEO

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What is the email format for the Andersons? ›

The most accurate and popular The Andersons' email format is first_last (ex. John_Smith@andersonsinc.com). The Andersons also uses first (ex. John@andersonsinc.com) and first [1 letter] + last (ex.

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What is the forecast for the Andersons stock? ›

The average price target for The Andersons is $52.50. This is based on 2 Wall Streets Analysts 12-month price targets, issued in the past 3 months. The highest analyst price target is $55.00 ,the lowest forecast is $50.00. The average price target represents 20.75% Increase from the current price of $43.48.

Should I buy GFS stock now? ›

GLOBALFOUNDRIES has received a consensus rating of Buy. The company's average rating score is 2.92, and is based on 11 buy ratings, 1 hold rating, and no sell ratings.

Get More Info Here ›

How high will GFS stock go? ›

Stock Price Forecast

The 14 analysts offering 12-month price forecasts for Globalfoundries Inc have a median target of 80.00, with a high estimate of 100.00 and a low estimate of 51.00. The median estimate represents a +33.87% increase from the last price of 59.76.

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What is the richest Fortune 500 company? ›

Fortune magazine publishes a list of the USA's largest companies by revenue annually.
...
Fortune 500: Rank 1 - 10.

Rank	Company	Website
1	Walmart	https://www.walmart.com/
2	Amazon	https://www.amazon.com/
3	Apple	https://www.apple.com/
4	CVS Health	https://www.cvshealth.com/

6 more rows

Feb 25, 2023

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Who is the Fortune 1 company? ›

Walmart

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What is the most profitable company in the Fortune 500? ›

Apple has also taken the top spot on the Fortune 500 most profitable list for seven out of the last eight years, only being eclipsed once by Warren Buffet's Berkshire Hathaway in 2019. Other tech profit generators in the top ten included Meta Platforms, Amazon, Microsoft, and Google's parent company Alphabet.

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When did Andersons General Store close? ›

"On January 15th the Anderson's made the decision to eliminate retail operations.

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How much money does Anderson Farms make? ›

Anderson Farms Inc Company Overview

Revenue: $10M - $50M.

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Where did the Andersons live? ›

The largest group of Andersons historically have been found in Aberdeenshire, in the north-east of Scotland, particularly in Aberdeen, Elgin and Banff, so there may well be some truth in this claim.

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Who bought Anderson grain? ›

(September 17, 2021) – Total Grain Marketing, a venture of GROWMARK, Inc, Illini FS, South Central FS, and Wabash Valley Service Company announce the acquisition of grain assets from The Andersons, Inc.

Read On ›

Who bought Andersons in Champaign IL? ›

The Andersons grain elevator, along Staley Road in Champaign, was sold to Bloomington-based Growmark, Inc.

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Who are Andersen Renewal competitors? ›

Renewal by Andersen's competitors and similar companies include Patrick Industries, USG, Construction Specialties and Saint-Gobain North America. Renewal by Andersen is a window replacement company. Patrick Industries is a company that manufactures and distributes building products and materials.

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Who are Anderson Development competitors? ›

Anderson Development top competitors include Nation Ford Chemical Co, DanChem Technologies Inc, Norman , Fox & Co, ChemDesign.

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Who are Murphy Group competitors? ›

J. Murphy & Sons's competitors and similar companies include Balfour Beatty, Interserve, Galliford Try, ISG, FM Conway and Allseas.

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Who is UCLA Anderson named after? ›

Marion Anderson, philanthropist and namesake of UCLA management school | UCLA.

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Who was Anderson Indiana named after? ›

The City of Anderson is named for Chief William Anderson, whose mother was a Delaware (Lenape) Indian and whose father was of Swedish descent.

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When did Anderson Indiana become a city? ›

On August 28, 1865, with a population of nearly 1,300 people, Anderson was incorporated as a city.

Keep Reading ›

Is it the Andersons or the Andersons? ›

The family is “The Andersons”. No apostrophe. The house is “The Andersons' House”, assuming there are multiple Andersons. It would only be “Anderson's House” if there was only one Anderson, e.g. Bill Anderson's house.

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What businesses are in Anderson SC? ›

Biggest Companies In Anderson, SC

Techtronic Industries TTI. Zippia Score 4.3. ...
AnMed Health. Zippia Score 4.2. ...
One World Technologies, Inc. Zippia Score 4.1. ...
Hampshire Holdings Inc. Zippia Score 4.2. ...
Homelite. Zippia Score 4.1. ...
NewSpring Church. Zippia Score 4.4. ...
City of Anderson SC. Zippia Score 3.6. ...
Anderson County.

More items...

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How do you format a Stewart title email address? ›

What is Stewart Title Guaranty email format? Stewart Title Guaranty common email format is John.Smith@stewart.com, being used 100% of the time.

See Details ›

How do you format a government email? ›

The most accurate and popular Government's email format is first [1 letter] + last (ex. JSmith@gov.vg). Government also uses first [1 letter] + middle [1 letter] + last (ex. JLSmith@gov.vg) and first (ex.

Read On ›

What is the email format for NBC? ›

What is NBCUniversal email format? NBCUniversal common email format is John.Smith@nbcuni.com, being used 81.8% of the time. Other email formats include JSmith@nbcuniversal.com.

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What is the annual revenue of the Andersons? ›

Revenue in 2022 (TTM): $17.32 B

According to The Andersons's latest financial reports the company's current revenue (TTM) is $17.32 B. In 2021 the company made a revenue of $12.69 B an increase over the years 2020 revenue that were of $8.20 B.

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What is the net worth of the Andersons? ›

The Andersons has a market cap or net worth of $1.27 billion as of May 4, 2023. Its market cap has decreased by -25.94% in one year.

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What is the Andersons in Ohio? ›

The Andersons is a diversified company rooted in agriculture that conducts business across North America and beyond in the commodity merchandising, renewables, and plant nutrient sectors.

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Who bought Anderson Grain? ›

Discover More Details ›

8-K: Andersons, Inc. (2023)

FAQs

What does the Andersons Inc do? ›

What is the history of the Andersons Inc? ›

When did Andersons General Store close? ›

When did Anderson Indiana become a city? ›

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