EX-10.1 2 seb-20230701xex10d1.htm FIRST AMENDMENT TO AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT DATED JUNE 30, 2023

Exhibit 10.1

FIRST AMENDMENT TO AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT

This First Amendment to Amended and Restated Term Loan Credit Agreement (this “Amendment”) is entered into as of June 30, 2023, by and among Seaboard Foods LLC, an Oklahoma limited liability company (the “Borrower”), Seaboard Corporation, a Delaware corporation (the “Guarantor”), the Lenders signatory hereto, and CoBank, ACB, a federally chartered instrumentality of the United States (“CoBank”), in its capacity as Administrative Agent (as defined in the Credit Agreement described below).

The Borrower, the Guarantor, the Lenders and the Administrative Agent are parties to an Amended and Restated Term Loan Credit Agreement dated as of September 25, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).  As used in these recitals, capitalized terms defined in the Credit Agreement and not otherwise defined herein shall have the meanings given them in the Credit Agreement.

The parties hereto wish to amend the Credit Agreement on the terms and subject to the conditions set forth herein and in the Credit Agreement.

ACCORDINGLY, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1.Definitions.  As used herein, capitalized terms defined in the Credit Agreement and not otherwise defined herein shall have the meanings given them in the Credit Agreement.

Section 2.Amendments to the Credit Agreement.  The Credit Agreement is hereby amended as follows:

(a)The Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the underlined text (indicated textually in the same manner as the following example: underlined text) as set forth in Annex A-1 attached hereto (the “Amended Credit Agreement”).  Annex A-2 attached hereto sets forth a clean copy of the Amended Credit Agreement after giving effect to such amendments.

(b)Schedule 1, Part 1 of Schedule 1.1(B) and Schedule 11.8 to the Credit Agreement are hereby amended and restated in their entirety in the forms of Schedule 1, Part 1 of Schedule 1.1(B) and Schedule 11.8 attached hereto, respectively.

(c)Exhibit C to the Credit Agreement is hereby amended and restated in its entirety in the form of Exhibit C attached hereto.

(d)Exhibit F to the Credit Agreement is hereby deleted in its entirety.

Section 3.Conversion of Loans Accruing Interest at the LIBOR Rate Option to Daily Simple SOFR Rate Loans.  The Borrower hereby authorizes the Administrative Agent to convert all outstanding Loans bearing interest at the LIBOR Rate Option (as defined in the Credit Agreement prior to giving effect to this Amendment) into Daily Simple SOFR Rate Loans on June 30, 2023.

Section 4.References.  All references in the Credit Agreement to “this Agreement” shall be deemed to refer to the Amended Credit Agreement, and any and all references in any other Loan Documents to the Credit Agreement shall be deemed to refer to the Amended Credit Agreement.


Section 5.No Other Changes.  Except as expressly set forth herein, all terms of the Credit Agreement and each of the other Loan Documents remain in full force and effect.

Section 6.Representations and Warranties.  The Borrower hereby represents and warrants to the Administrative Agent and the other Lenders as follows:

(a)Each Loan Party has all requisite power and authority, corporate or otherwise, to execute and deliver this Amendment and the other documents delivered hereunder to which it is a party (the “Amendment Documents”), as applicable, and to perform its obligations under this Amendment, the Amended Credit Agreement and the other Loan Documents to which such Loan Party is a party.  Each Loan Party has duly and validly executed and delivered to the Administrative Agent the Amendment Documents to which it is a party, and such Amendment Documents and other Loan Documents to which it is a party constitute such Loan Party’s legal, valid and binding obligations, enforceable in accordance with their terms.

(b)The execution and delivery of the Amendment Documents, and the performance by each Loan Party of the Amendment Documents and other Loan Documents to which such Loan Party is a party, have been duly authorized by all necessary corporate or other action and do not and will not (i) require any authorization, consent or approval by any Governmental Authority, (ii) violate such Loan Party’s Organizational Documents or any provision of any Law, rule, regulation or order presently in effect having applicability to such Loan Party, or (iii) result in a breach of, or constitute a default under, any indenture or agreement to which such Loan Party is a party or by which such Loan Party or its properties may be bound or affected.

(c)All of the representations and warranties contained in the Loan Documents, including without limitation in Article V of the Credit Agreement, are true and correct in all material respects on and as of the date hereof as though made on and as of such date, except (i) to the extent that such representations and warranties relate solely to an earlier date, in which case they are true and correct as of such earlier date, and (ii) to the extent that such representations and warranties are qualified pursuant to their terms by materiality qualifiers, in which case they are true and correct in all respects.

(d)No event has occurred and is continuing, or would result from the execution and delivery of the Amendment Documents, which constitutes a Default or an Event of Default.

Section 7.Effectiveness.  Sections 2 and 3 of this Amendment shall be effective only if the Administrative Agent has received, on or before the date of this Amendment (or such later date as the Administrative Agent may agree in writing), each of the following, each in form and substance acceptable to the Administrative Agent in its sole discretion:

(a)this Amendment, duly executed by the Loan Parties, the Administrative Agent and the Lenders;

(b)a certificate of the secretary or other appropriate officer of each Loan Party certifying (i) that the execution, delivery and performance of the Loan Documents to which it is a party have been duly approved by all necessary action of the governing board of such Loan Party, and attaching true and correct copies of the applicable resolutions granting such approval; (ii) that the Organizational Documents of such Loan Party, which were certified and delivered to the Administrative Agent pursuant to the most recent certificate of officer given by such Loan Party to the Administrative Agent, continue in full force and effect and have not been amended or otherwise modified except as set forth in the certificate to be delivered as of the date hereof; and (iii) that the

2


officers and agents of such Loan Party who have been certified to the Administrative Agent, pursuant to the most recent certificate of officer given by such Loan Party to the Administrative Agent, as being authorized to sign and to act on behalf of such Loan Party continue to be so authorized or setting forth the sample signatures of each of the officers and agents of such Loan Party authorized to execute and deliver this Amendment and all other documents, agreements and certificates on behalf of such Loan Party;

(c)a certificate of good standing for each Loan Party from the Secretary of State (or the appropriate official) of the state of formation of such Loan Party, dated not more than 30 days prior to the date hereof;

(d)evidence from the Borrower that all material governmental and third-party consents required to effectuate the transactions contemplated hereby have been obtained; and

(e)payment in immediately available funds of all fees and expenses due and payable pursuant to Section 11 hereof to the extent invoiced on or prior to the date hereof.

Section 8.No Waiver.  The execution of this Amendment or any documents, agreements and certificates contemplated hereunder shall not be deemed to be a waiver of any Default or Event of Default or any other breach, default or event of default under any Loan Document or other document held by the Administrative Agent or any Lender, whether or not known to the Administrative Agent or any Lender and whether or not existing on the date of this Amendment.

Section 9.Release of Administrative Agent and Lenders.  Each Loan Party, by its signature to this Amendment, hereby absolutely and unconditionally releases and forever discharges the Administrative Agent and the Lenders, and any and all participants, parent entities, subsidiary entities, affiliated entities, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents and employees of any of the foregoing, from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal Law or otherwise, which such Loan Party has had, now has or has made claim to have against any such Person for or by reason of any act, omission, matter, cause or thing whatsoever occurring or arising prior to the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown.

Section 10.Acknowledgment and Agreement of Guarantor.  The Guarantor, by its signature to this Amendment, (a) acknowledges that the Borrower has made certain representations and warranties with respect to the Guarantor in this Amendment and agreed to cause the Guarantor to comply with certain affirmative and negative covenants set forth in this Amendment and the other Loan Documents, and hereby represents and warrants that all such representations and warranties with respect to it are true and correct in all material respects on and as of the date hereof, provided that any representation or warranty that is qualified by materiality or Material Adverse Change is correct in all respects on and as of the date hereof, except to the extent that such representations and warranties relate specifically to an earlier date, and agrees to comply with such covenants to the extent applicable to it; (b) consents to the terms and execution of this Amendment and acknowledges that all indebtedness arising under the Credit Agreement, as amended hereby, and the other Obligations shall constitute indebtedness and Obligations guaranteed under Article XII of the Credit Agreement; (c) reaffirms all of its obligations to the Administrative Agent and the Lenders pursuant to the terms of the Credit Agreement and the other Loan Documents to which it is a party; and (d) confirms that the consent of the Guarantor to any further amendments to the Credit Agreement shall not be required as a result of this consent having been obtained.

3


Section 11.Costs and Expenses.  The Borrower hereby reaffirms its agreement under Section 11.3 of the Credit Agreement to pay or reimburse the Administrative Agent on demand for all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and each other agent of the Administrative Agent), in connection with the preparation, negotiation, execution, delivery and administration of this Amendment and the other documents, agreements and certificates contemplated hereunder (whether or not the transactions contemplated hereby or thereby shall be consummated).

Section 12.Miscellaneous.  This Amendment is a Loan Document. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Colorado (other than its conflicts of laws rules). This Amendment, together with the Amended Credit Agreement and the other Loan Documents, comprises the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to such subject matter, superseding all prior oral or written understandings.  Any provision of this Amendment which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof.  Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.  This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or by e-mail transmission of a PDF or similar copy shall be equally as effective as delivery of an original executed counterpart of this Amendment. Any party delivering an executed counterpart signature page by facsimile or by e-mail transmission shall also deliver an original executed counterpart, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability or binding effect of this Amendment.

Signature pages follow.

4


IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the day and year first above written.

SEABOARD FOODS LLC, as the Borrower

By:

/s/ Robert L. Steer

Name:

Robert L. Steer

Title:

Vice President and Treasurer

SEABOARD CORPORATION, as the Guarantor

By:

/s/ Robert L. Steer

Name:

Robert L. Steer

Title:

President and Chief Executive Officer

Signature Page to First Amendment to Credit Agreement


COBANK, ACB, as Administrative Agent

By:

/s/ James H. Matzat

Name:

James H. Matzat

Title:

Vice President

Signature Page to First Amendment to Credit Agreement


COBANK, FCB, as a Lender

By:

/s/ James H. Matzat

Name:

James H. Matzat

Title:

Vice President

Signature Page to First Amendment to Credit Agreement


CONSENT OF VOTING PARTICIPANTS

AGFIRST FARM CREDIT BANK, as a Voting Participant

COMPEER FINANCIAL, FLCA, as a Voting Participant

By:

/s/ Steven J. O’Shea

By:

Name:

Steven J. O’Shea

Name:

Title:

Senior Vice President

Title:

FARM CREDIT BANK OF TEXAS, as a Voting Participant

FARM CREDIT MID-AMERICA, FLCA, as a Voting Participant

By:

By:

Name:

Name:

Title:

Title:

FARM CREDIT SERVICES OF AMERICA, FLCA, as a Voting Participant

AGCOUNTRY FARM CREDIT SERVICES, FLCA, as a Voting Participant

By:

By:

Name:

Name:

Title:

Title:

GREENSTONE FARM CREDIT SERVICES, FLCA, as a Voting Participant

AGWEST FARM CREDIT, FLCA, as successor in interest to NORTHWEST FARM CREDIT SERVICES, FLCA, as a Voting Participant

By:

By:

Name:

Name:

Title:

Title:

CAPITAL FARM CREDIT, FLCA, as a Voting Participant

By:

Name:

Title:

Signature Page to Consent of Voting Participants to
First Amendment to Credit Agreement


CONSENT OF VOTING PARTICIPANTS

AGFIRST FARM CREDIT BANK, as a Voting Participant

COMPEER FINANCIAL, FLCA, as a Voting Participant

By:

By:

/s/ Dan Terrill

Name:

Name:

Dan Terrill

Title:

Title:

Director, Capital Markets

FARM CREDIT BANK OF TEXAS, as a Voting Participant

FARM CREDIT MID-AMERICA, FLCA, as a Voting Participant

By:

By:

Name:

Name:

Title:

Title:

FARM CREDIT SERVICES OF AMERICA, FLCA, as a Voting Participant

AGCOUNTRY FARM CREDIT SERVICES, FLCA, as a Voting Participant

By:

By:

Name:

Name:

Title:

Title:

GREENSTONE FARM CREDIT SERVICES, FLCA, as a Voting Participant

AGWEST FARM CREDIT, FLCA, as successor in interest to NORTHWEST FARM CREDIT SERVICES, FLCA, as a Voting Participant

By:

By:

Name:

Name:

Title:

Title:

CAPITAL FARM CREDIT, FLCA, as a Voting Participant

By:

Name:

Title:

Signature Page to Consent of Voting Participants to
First Amendment to Credit Agreement


CONSENT OF VOTING PARTICIPANTS

AGFIRST FARM CREDIT BANK, as a Voting Participant

COMPEER FINANCIAL, FLCA, as a Voting Participant

By:

By:

Name:

Name:

Title:

Title:

FARM CREDIT BANK OF TEXAS, as a Voting Participant

FARM CREDIT MID-AMERICA, FLCA, as a Voting Participant

By:

/s/ Luis M. H. Requejo

By:

Name:

Luis M. H. Requejo

Name:

Title:

Director Capital Markets

Title:

FARM CREDIT SERVICES OF AMERICA, FLCA, as a Voting Participant

AGCOUNTRY FARM CREDIT SERVICES, FLCA, as a Voting Participant

By:

By:

Name:

Name:

Title:

Title:

GREENSTONE FARM CREDIT SERVICES, FLCA, as a Voting Participant

AGWEST FARM CREDIT, FLCA, as successor in interest to NORTHWEST FARM CREDIT SERVICES, FLCA, as a Voting Participant

By:

By:

Name:

Name:

Title:

Title:

CAPITAL FARM CREDIT, FLCA, as a Voting Participant

By:

Name:

Title:

Signature Page to Consent of Voting Participants to
First Amendment to Credit Agreement


CONSENT OF VOTING PARTICIPANTS

AGFIRST FARM CREDIT BANK, as a Voting Participant

COMPEER FINANCIAL, FLCA, as a Voting Participant

By:

By:

Name:

Name:

Title:

Title:

FARM CREDIT BANK OF TEXAS, as a Voting Participant

FARM CREDIT MID-AMERICA, FLCA, as a Voting Participant

By:

By:

/s/ Patrick Sauer

Name:

Name:

Patrick Sauer

Title:

Title:

Vice President Food & Agribusiness

FARM CREDIT SERVICES OF AMERICA, FLCA, as a Voting Participant

AGCOUNTRY FARM CREDIT SERVICES, FLCA, as a Voting Participant

By:

By:

Name:

Name:

Title:

Title:

GREENSTONE FARM CREDIT SERVICES, FLCA, as a Voting Participant

AGWEST FARM CREDIT, FLCA, as successor in interest to NORTHWEST FARM CREDIT SERVICES, FLCA, as a Voting Participant

By:

By:

Name:

Name:

Title:

Title:

CAPITAL FARM CREDIT, FLCA, as a Voting Participant

By:

Name:

Title:

Signature Page to Consent of Voting Participants to
First Amendment to Credit Agreement


CONSENT OF VOTING PARTICIPANTS

AGFIRST FARM CREDIT BANK, as a Voting Participant

COMPEER FINANCIAL, FLCA, as a Voting Participant

By:

By:

Name:

Name:

Title:

Title:

FARM CREDIT BANK OF TEXAS, as a Voting Participant

FARM CREDIT MID-AMERICA, FLCA, as a Voting Participant

By:

By:

Name:

Name:

Title:

Title:

FARM CREDIT SERVICES OF AMERICA, FLCA, as a Voting Participant

AGCOUNTRY FARM CREDIT SERVICES, FLCA, as a Voting Participant

By:

/s/ Nathan R. Jensen

By:

Name:

Nathan R. Jensen

Name:

Title:

Vice President, Capital Markets

Title:

GREENSTONE FARM CREDIT SERVICES, FLCA, as a Voting Participant

AGWEST FARM CREDIT, FLCA, as successor in interest to NORTHWEST FARM CREDIT SERVICES, FLCA, as a Voting Participant

By:

By:

Name:

Name:

Title:

Title:

CAPITAL FARM CREDIT, FLCA, as a Voting Participant

By:

Name:

Title:

Signature Page to Consent of Voting Participants to
First Amendment to Credit Agreement


CONSENT OF VOTING PARTICIPANTS

AGFIRST FARM CREDIT BANK, as a Voting Participant

COMPEER FINANCIAL, FLCA, as a Voting Participant

By:

By:

Name:

Name:

Title:

Title:

FARM CREDIT BANK OF TEXAS, as a Voting Participant

FARM CREDIT MID-AMERICA, FLCA, as a Voting Participant

By:

By:

Name:

Name:

Title:

Title:

FARM CREDIT SERVICES OF AMERICA, FLCA, as a Voting Participant

AGCOUNTRY FARM CREDIT SERVICES, FLCA, as a Voting Participant

By:

By:

/s/ GUSTAVE RADCLIFFE

Name:

Name:

GUSTAVE RADCLIFFE

Title:

Title:

VICE PRESIDENT

GREENSTONE FARM CREDIT SERVICES, FLCA, as a Voting Participant

AGWEST FARM CREDIT, FLCA, as successor in interest to NORTHWEST FARM CREDIT SERVICES, FLCA, as a Voting Participant

By:

By:

Name:

Name:

Title:

Title:

CAPITAL FARM CREDIT, FLCA, as a Voting Participant

By:

Name:

Title:

Signature Page to Consent of Voting Participants to
First Amendment to Credit Agreement


CONSENT OF VOTING PARTICIPANTS

AGFIRST FARM CREDIT BANK, as a Voting Participant

COMPEER FINANCIAL, FLCA, as a Voting Participant

By:

By:

Name:

Name:

Title:

Title:

FARM CREDIT BANK OF TEXAS, as a Voting Participant

FARM CREDIT MID-AMERICA, FLCA, as a Voting Participant

By:

By:

Name:

Name:

Title:

Title:

FARM CREDIT SERVICES OF AMERICA, FLCA, as a Voting Participant

AGCOUNTRY FARM CREDIT SERVICES, FLCA, as a Voting Participant

By:

By:

Name:

Name:

Title:

Title:

GREENSTONE FARM CREDIT SERVICES, FLCA, as a Voting Participant

AGWEST FARM CREDIT, FLCA, as successor in interest to NORTHWEST FARM CREDIT SERVICES, FLCA, as a Voting Participant

By:

/s/ Nichole Wilcox

By:

Name:

Nichole Wilcox

Name:

Title:

Senior VP & Managing Director of Capital Markets

Title:

CAPITAL FARM CREDIT, FLCA, as a Voting Participant

By:

Name:

Title:

Signature Page to Consent of Voting Participants to
First Amendment to Credit Agreement


CONSENT OF VOTING PARTICIPANTS

AGFIRST FARM CREDIT BANK, as a Voting Participant

COMPEER FINANCIAL, FLCA, as a Voting Participant

By:

By:

Name:

Name:

Title:

Title:

FARM CREDIT BANK OF TEXAS, as a Voting Participant

FARM CREDIT MID-AMERICA, FLCA, as a Voting Participant

By:

By:

Name:

Name:

Title:

Title:

FARM CREDIT SERVICES OF AMERICA, FLCA, as a Voting Participant

AGCOUNTRY FARM CREDIT SERVICES, FLCA, as a Voting Participant

By:

By:

Name:

Name:

Title:

Title:

GREENSTONE FARM CREDIT SERVICES, FLCA, as a Voting Participant

AGWEST FARM CREDIT, FLCA, as successor in interest to NORTHWEST FARM CREDIT SERVICES, FLCA, as a Voting Participant

By:

By:

/s/ Suann Harris

Name:

Name:

Suann Harris

Title:

Title:

Vice President

CAPITAL FARM CREDIT, FLCA, as a Voting Participant

By:

Name:

Title:

Signature Page to Consent of Voting Participants to
First Amendment to Credit Agreement


CONSENT OF VOTING PARTICIPANTS

AGFIRST FARM CREDIT BANK, as a Voting Participant

COMPEER FINANCIAL, FLCA, as a Voting Participant

By:

By:

Name:

Name:

Title:

Title:

FARM CREDIT BANK OF TEXAS, as a Voting Participant

FARM CREDIT MID-AMERICA, FLCA, as a Voting Participant

By:

By:

Name:

Name:

Title:

Title:

FARM CREDIT SERVICES OF AMERICA, FLCA, as a Voting Participant

AGCOUNTRY FARM CREDIT SERVICES, FLCA, as a Voting Participant

By:

By:

Name:

Name:

Title:

Title:

GREENSTONE FARM CREDIT SERVICES, FLCA, as a Voting Participant

AGWEST FARM CREDIT, FLCA, as successor in interest to NORTHWEST FARM CREDIT SERVICES, FLCA, as a Voting Participant

By:

By:

Name:

Name:

Title:

Title:

CAPITAL FARM CREDIT, FLCA, as a Voting Participant

By:

/s/ Vladimir Kolesnikov

Name:

Vladimir Kolesnikov

Title:

Capital Markets Director

Signature Page to Consent of Voting Participants to
First Amendment to Credit Agreement


Annex A-1

AMENDED CREDIT AGREEMENT

See attached.

Annex A-1-1


AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT

by and among

SEABOARD CORPORATION, as Parent and Guarantor,

SEABOARD FOODS LLC, as Borrower

and

THE LENDERS PARTY HERETO

and

COBANK, ACB, as Administrative Agent and Lead Arranger and Sole Bookrunner

and

FARM CREDIT SERVICES OF AMERICA, PCA as Joint Lead Arranger

$700,000,000 TERM LOAN FACILITY

Dated as of September 25, 2018


TABLE OF CONTENTS

Page

I

CERTAIN DEFINITIONS

1

1.1

Certain Definitions

1

1.2

Construction

27

1.3

Accounting Principles

27

1.4

UCC Terms

2728

1.5

Rounding

28

1.6

Covenant Compliance Generally

28

1.7

Administration of Rates

28

II

CREDIT FACILITY

29

2.1

Term Loan

29

2.2

Interest Rate Provisions

29

2.3

Interest Periods and Quoted Rate Period

30

2.4

Making of the Term Loan

32

2.5

Fees

32

2.6

Notes

32

2.7

Payments

33

2.8

Interest Payment Dates

3233

2.9

Voluntary Prepayments and Reduction of Commitments

33

2.10

Mandatory Prepayments

34

2.11

Sharing of Payments by Lenders

3536

2.12

Defaulting Lenders

3637

2.13

CoBank Capital Plan

3637

III

INCREASED COSTS; TAXES; ILLEGALITY; INDEMNITY

3738

3.1

Increased Costs

3738

3.2

Taxes

3839

3.3

Illegality

4142

3.4

LIBOR Rate Option Unavailable; Interest After Default; LIBOR Replacement Rate

43

3.4

Inability to Determine Rate; Cost; Interest After Default

44

3.5

Indemnity

4647

3.6

Mitigation Obligations; Replacement of Lenders

4748

3.7

Benchmark Replacement Setting

49

3.73.8

Survival

4950

i


IV

CONDITIONS PRECEDENT TO CLOSING

4950

4.1

Deliveries

4950

4.2

Payment of Fees

5051

V

REPRESENTATIONS AND WARRANTIES

5051

5.1

Organization and Qualification

5051

5.2

Compliance With Laws

5152

5.3

Title to Properties

5152

5.4

Investment Company Act

5152

5.5

Event of Default

5152

5.6

Subsidiaries and Owners

5152

5.7

Power and Authority; Validity and Binding Effect

5152

5.8

No Conflict; Material Agreements; Consents

5152

5.9

Litigation

5253

5.10

Financial Statements

5253

5.11

Margin Stock

5354

5.12

Full Disclosure

5354

5.13

Taxes

5354

5.14

Intellectual Property; Other Rights

5354

5.15

Insurance

5354

5.16

ERISA Compliance

5455

5.17

Environmental Matters

5455

5.18

Solvency

5556

5.19

Anti-Corruption Laws; Sanctions and Anti-Terrorism Laws

5556

VI

AFFIRMATIVE COVENANTS

5556

6.1

Reporting Requirements

5556

6.2

Preservation of Existence, Etc

5758

6.3

Payment of Liabilities, Including Taxes, Etc

5758

6.4

Maintenance of Insurance

5758

6.5

Maintenance of Properties and Leases

5859

6.6

Visitation Rights

5859

6.7

Keeping of Records and Books of Account

5859

6.8

Compliance with Laws; Use of Proceeds

5859

6.9

Farm Credit Equities

5960

6.10

Use of Proceeds

5960

6.11

Updates to Subsidiary Schedule

5960

6.12

Material Agreements

5960

ii


VII

NEGATIVE COVENANTS

5960

7.1

Indebtedness

5960

7.2

Liens

6061

7.3

Affiliate Transactions

6061

7.4

Loans and Investments

6061

7.5

Dividends and Related Distributions

6162

7.6

Liquidations, Mergers, Consolidations, Acquisitions

6263

7.7

Dispositions of Assets or Subsidiaries

6364

7.8

Use of Proceeds

6364

7.9

Reserved

6465

7.10

Continuation of or Chance in Business

6465

7.11

Fiscal Year

6465

7.12

Issuance of Equity Interests

6465

7.13

Changes in Organizational Documents

6465

7.14

Negative Pledges

6465

7.15

Anti-Terrorism Laws

6465

7.16

Anti-Corruption Laws

6566

7.17

Material Agreements

6566

7.18

Independence of Covenants

6566

VIII

FINANCIAL COVENANTS

6566

8.1

Maximum Debt to Capitalization Ratio

6566

8.2

Minimum Tangible Net Worth

6566

IX

EVENTS OF DEFAULT

6566

9.1

Events of Default

6566

9.2

Consequences of Event of Default

6768

X

TILE ADMINISTRATIVE AGENT

6970

10.1

Appointment and Authority

6970

10.2

Rights as a Lender

6970

10.3

No Fiduciary Duty

6970

10.4

Exculpation

7071

10.5

Reliance by the Administrative Agent

7071

10.6

Delegation of Duties

7071

10.7

Filing Proofs of Claim

7071

10.8

Resignation of the Administrative Agent

7172

10.9

Non-Reliance on the Administrative Agent and Other Lenders

7273

iii


10.10

No Other Duties, etcEtc

7273

10.11

Authorization to Release Guarantors

7273

10.12

[Reserved]

7273

10.13

No Reliance on the Administrative Agent’s Customer Identification Program

7273

10.14

Rate Disclaimer

73

XI

MISCELLANEOUS

7374

11.1

Modifications, Amendments or Waivers

7374

11.2

No Implied Waivers; Cumulative Remedies

7475

11.3

Expenses; Indemnity; Damage Waiver

7475

11.4

Holidays

7677

11.5

Notices; Effectiveness; Electronic Communication

7677

11.6

Severability

78

11.6

Severabilitv

78

11.7

Duration; Survival

7778

11.8

Successors and Assigns

7879

11.9

Confidentiality

8283

11.10

Counterparts; Integration; Effectiveness

8283

11.11

ChoiseChoice of Law; Submission to Jurisdiction; Waiver of Venue; Service Process; Waiver of Jury TrailTrial

8384

11.12

USA PATRIOT Act Notice

8485

11.13

Payments Set Aside

8485

11.14

Interest Rate Limitation

8485

11.15

Amendment and Restatement

8586

XII

GUARANTY

8586

12.1

Guaranty

8586

12.2

Payment

8586

12.3

Absolute Rights and Obligations

8586

12.4

Currency and Funds of Payment

8788

12.5

Subordination

8788

12.6

Enforcement

8788

12.7

Set-Off and Waiver

8788

12.8

Waiver of Notice; Subrogation

8788

12.9

Reliance

8889

12.10

Keepwell

8990

12.11

Joinder

90

iv


LIST OF SCHEDULES AND EXHIBITS

SCHEDULES

SCHEDULE 1

-

PRICING GRID

SCHEDULE 1.1(B)

-

COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES

SCHEDULE 2.1

-

TERM LOAN AMORTIZATION

SCHEDULE 5.1

-

SUBSIDIARIES

SCHEDULE 7.4

-

INVESTMENTS

SCHEDULE 11.8

-

VOTING PARTICIPANTS

EXHIBITS

EXHIBIT A

-

Form of Assignment and Assumption

EXHIBIT B

-

Form of Term Note

EXHIBIT C

-

Form of Conversion or Continuation Notice

EXHIBIT D

-

Form of Compliance Certificate

EXHIBIT E-1

-

Form of U.S. Tax Compliance Certificate (Non- Partnership Foreign Lenders)

EXHIBIT E-2

-

Form of U, S. Tax Compliance Certificate (Non-Partnership Foreign Participants)

EXHIBIT E-3

-

Form of U.S. Tax Compliance Certificate (Foreign Participant Partnerships

EXHIBIT E-4

-

Form of U.S. Tax Compliance Certificate (Foreign Lender Partnerships)

EXHIBIT F

-

Form of Cost of Funds True-up Certificate

v


AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT

THIS AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT (this “Agreement”) is dated as of September 25, 2018 and is made by and among SEABOARD FOODS LLC, an Oklahoma limited liability company, as the Borrower, SEABOARD CORPORATION, a Delaware corporation, as the Parent and as a Guarantor (as hereinafter defined), the LENDERS (as hereinafter defined), and COBANK, ACB, in its capacity as Administrative Agent (as hereinafter defined).

WHEREAS, the Borrower has requested that the Lenders provide to the Borrower an unsecured term loan facility in an aggregate principal amount not to exceed Seven Hundred Million Dollars ($700,000,000.00), all as more particularly set forth in, and subject to the terms and conditions of, this Agreement;

WHEREAS, the Borrower, the Parent, the lenders from time to time party thereto and CoBank, ACB, as Administrative Agent, have entered into that certain Term Loan Credit Agreement dated as of December 4, 2015 (as amended from time to time prior to the date hereof, the “Existing Term Loan Credit Agreement”); and

WHEREAS, the parties to the Existing Term Loan Credit Agreement wish to amend and restate the Existing Term Loan Credit Agreement to (a) refinance the Term Loan under the Existing Term Loan Credit Agreement in its entirety with the Term Loan under this Agreement and (b) make certain amendments and modifications, all as more fully set forth herein;

In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree that, as of the Closing Date (as defined below), the Existing Term Loan Credit Agreement is amended and restated to read as follows:

ICERTAIN DEFINITIONS

1.1Certain Definitions. In addition to words and terms defined elsewhere in this Agreement, the following words and terms shall have the following meanings, respectively, unless the context hereof clearly requires otherwise:

Acquisition” means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition by Parent or a Subsidiary of Parent of all or substantially all of the assets of a Person, or of any line of business or division of a Person, or (b) the acquisition by Parent or a Subsidiary of Parent of in excess of 50% of the Voting Equity Interests of any Person (other than a Person already a Subsidiary).

Adjusted LIBOR Rate” means, if the Term Loan is subject to the LIBOR Rate Option for any Interest Period, an interest rate per annum equal to (a) the LIBOR Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate

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

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

1


shall be deemed to be the Floor.

Administrative Agent” means CoBank, in its capacity as administrative agent under the Loan Documents.

Administrative Questionnaire” means an administrative questionnaire in a form supplied by the Administrative Agent.

Affiliate” means, with respect to any specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with the Person specified.

Anti-Corruption Laws” has the meaning specified in Section 5.19.5.19.

Anti-Terrorism Laws” means any Laws relating to terrorism, “know your customer” or money laundering, including Executive Order No. 13224, the USA PatriotPATRIOT Act, the Laws comprising or implementing the Bank Secrecy Act, and the Laws administered by the United States Treasury Department’s Office of Foreign Asset Control (as any of the foregoing Laws may from time to time be amended, renewed, extended, or replaced).

Applicable Margin” means, as applicable:

(i)(a)​ ​if the Term Loan is subject to the Base Rate Option, the percentage spread to be added to the Base Rate applicable to the Term LoanBase Rate Loans, based on the Debt to Capitalization Ratio then in effect according to the Pricing Grid below the heading “Base Rate Applicable Margin”, or

(ii)(b)​ ​if the Term Loan is subject to the LIBOR Rate Option, the percentage spread to be added to the Adjusted LIBORTerm SOFR Rate applicable to the Term LoanSOFR Rate Loans, based on the Debt to Capitalization Ratio then in effect according to the Pricing Grid below the heading “Adjusted LIBORTerm SOFR Rate Applicable Margin”.”, or

(c)​ ​the percentage spread to be added to the Adjusted Daily Simple SOFR Rate applicable to Daily Simple SOFR Rate Loans, based on the Debt to Capitalization Ratio then in effect according to the Pricing Grid below the heading “Daily Simple SOFR Rate Applicable Margin”.

Approved Fund” means any Fund that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers or manages a Lender.

Assignment and Assumption” means an assignment and assumption agreement entered into by a Lender and an assignee permitted under Section 11.8, in substantially the form of Exhibit A or any other form approved by the Administrative Agent.

Attributable Indebtedness” means, on any date, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease.

2


Authorized Officer” means, with respect to a Loan Party, the Chief Executive Officer, President, Chief Financial Officer, Treasurer or Assistant Treasurer of such Loan Party or such other individuals, designated by written notice to the Administrative Agent from such Loan Party, authorized to execute notices, reports and other documents on behalf of the Loan Parties required hereunder. A Loan Party may amend such list of individuals from time to time by giving written notice of such amendment to the Administrative Agent.

Available Tenor” means, as of any date of determination and with respect to the applicable then-current Benchmark, as applicable, (a) if the applicable then-current Benchmark is a term rate, any tenor for such Benchmark that is or may be used for determining the length of an Interest Period or (b) otherwise, any payment period for interest calculated with reference to such Benchmark, as applicable, pursuant to this Agreement as of such date.

Bankruptcy Code” means title 11 of the United States Code.

Base Rate” means, for any day, a rate per annum determined by the Administrative Agent on the first Business Day of each week (or more frequently, in Administrative Agent’s reasonable discretion), which shall be equal to the highest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate plus one half of one percent (0.50%) per annum, and (c) the Adjusted LIBORTerm SOFR Rate (rounded upward, if necessary, to the next whole multiple of 1/100th of one percent) for for an Interest Period of one month in effect on such day gigplus one percent (1.00%) per annum.; provided that, in no event shall the Base Rate be less than the Floor.  Any change in the Base Rate due to a change in the calculation thereof shall be Prime Rate, Federal Funds Effective Rate or Adjusted Term SOFR Rate shall be effective at the opening of business on the first Business Day of each week or, if determined more frequently, at the opening of business on from and including the first Business Day immediately following effective date of such change in the date of such determination and Prime Rate, Federal Funds Effective Rate or Adjusted Term SOFR Rate, respectively, and without necessity of notice being provided to the Borrower or any other Person. If

the circumstances described in Section 3.4(a) have occurred, then, unless and until an amendment to this Agreement entered into in accordance with Section 3.4(c), the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. In no event shall the Base Rate be less than zero.

Base Rate Loan” means a portion of the Term Loan bearing interest calculated in accordance with the Base Rate Option.

Base Rate Option” means the option of the Borrower to have all or any portion of the Term Loan bear interest at the rate and under the terms set forth in Section 2.2(a)(i)2.2(a)(i).

Benchmark” means, initially, the Daily Simple SOFR Rate and the Term SOFR Rate, as applicable; provided that if a Benchmark Transition Event has occurred with respect to any initial Benchmark or any then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement for such initial or then-current Benchmark to the extent that such Benchmark Replacement has replaced such prior Benchmark rate pursuant to Section 3.7(a). Any reference to a “Benchmark” shall include, as applicable, the published component used in the calculation thereof.

Benchmark Replacement” means, for any Available Tenor:

(a)​ ​for the Adjusted Term SOFR Rate, the first alternative set forth below that can be determined by the Administrative Agent:

3


(i)​ ​the sum of (A) the Daily Simple SOFR Rate and (B) an adjustment (which may be a positive or negative value or zero), in each case, that has been selected by the Administrative Agent and the Borrower as the replacement for such Available Tenor of such Benchmark giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by the Relevant Governmental Body, for U.S. dollar-denominated syndicated credit facilities at such time, or

(ii)​ ​the sum of (A) the alternate benchmark rate and (B) an adjustment (which may be a positive or negative value or zero), in each case, that has been selected by the Administrative Agent and the Borrower as the replacement for such Available Tenor of such Benchmark giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by the Relevant Governmental Body, for U.S. dollar-denominated syndicated credit facilities at such time; and

(b)​ ​for all other Benchmarks, the sum of (i) the alternate benchmark rate and (ii) an adjustment (which may be a positive or negative value or zero), in each case, that has been selected by the Administrative Agent and the Borrower as the replacement for such Available Tenor of such Benchmark giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by the Relevant Governmental Body, for U.S. dollar-denominated syndicated credit facilities at such time;

provided that, if the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents; provided, further, that, if the Benchmark Replacement is calculated using the Daily Simple SOFR Rate, all interest payments will be payable on a quarterly basis.

Benchmark Replacement Conforming Changes” means, with respect to either the use or administration of any initial Benchmark or any adjusted initial Benchmark or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 3.5 and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

Benchmark Transition Event” means, with respect to any then-current Benchmark, the occurrence of a public statement or publication of information by or on behalf of the administrator of the then-current Benchmark, the regulatory supervisor for the administrator of such Benchmark, the Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark, a resolution authority with jurisdiction over the administrator for such Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark,

4


announcing or stating that (a) such administrator has ceased or will cease on a specified date to provide all Available Tenors of such Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark or (b) all Available Tenors of such Benchmark are or will not be representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored.

Beneficial Ownership Certification” means a certification regarding beneficial ownership of legal entity customers.

Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

Board” means the Board of Governors of the Federal Reserve System of the United States of America.

Borrower” means Seaboard Foods LLC, a limited liability company organized and existing under the Laws of the State of Oklahoma.

Borrowing” means, as of any date of determination, (a) with respect to Quoted Rate Loans outstanding as of such date, a borrowing consisting of Quoted Rate Loans having the same Quoted Rate Period, (b) with respect to Term SOFR Rate Loans outstanding as of such date, a borrowing consisting of Term SOFR Rate Loans having the same Interest Period, (c) with respect to Daily Simple SOFR Rate Loans, all Daily Simple SOFR Rate Loans outstanding as of such date, and (d) with respect to Base Rate Loans, all Base Rate Loans outstanding as of such date.

Bresky Group” means (a) the estate of H. Harry Bresky, (b) spouses, heirs, legatees, lineal descendants, and spouses of lineal descendants, other blood relatives, and/or estates or representatives of estate of H. Harry Bresky, (c) trusts established for the benefit of spouses, lineal descendants and spouses of lineal descendants and/or other blood relatives of H. Harry Bresky and (d) any Person who is directly or indirectly Controlled by a Person described in the preceding clauses (a), (b) or (c)).

Business Day” means any day other than a Saturday or Sunday or a legal holiday on which banks are authorized or required to be closed for business in Denver, Colorado or New York, New York and if the applicable Business Day relates to the LIBOR Rate or the Base Rate determined by reference to the LIBOR Rate, such day must also be a day on which dealings in Dollar deposits by and between banks are carried on in the London interbank market.

Business Day” means any day that is not a Saturday, Sunday or other day that is a legal holiday under the laws of the State of New York or Colorado or is a day on which banking institutions in such state are authorized or required by Law to close; provided that, when used in connection with a Term SOFR Rate Loan, the term “Business Day” shall also exclude any day that is not a U.S. Government Securities Business Day.

Capital Lease” means any lease of real or personal property that is required to be capitalized under GAAP or that is treated as an operating lease under regulations applicable to the Borrower and its Subsidiaries but that otherwise would be required to be capitalized under GAAP.

Cash Equivalents” means:

5


(i)direct obligations of the United States of America or any agency or instrumentality thereof or obligations backed by the full faith and credit of the United States of America maturing in twelve (12) months or less from the date of acquisition;

(ii)commercial paper maturing in 180 days or less rated not lower than A-1, by Standard & Poor’s or P-1 by Moody’s on the date of acquisition;

(iii)demand deposits, time deposits or certificates of deposit maturing within one year in commercial banks that are organized under the Laws of the United States or any state thereof or is a foreign bank or branch or agency thereof acceptable to the Administrative Agent and, in any case, have combined capital and surplus of at least an amount equal to $1,000,000,000;

(iv)money market or mutual funds whose investments are limited to those types of investments described in clauses (i)-(iii) through (iii) above.

Casualty Event” means, with respect to any property of any Person, any loss of or damage to, or any condemnation or other taking of, such property for which such Person or any of its Subsidiaries receives insurance proceeds, or proceeds of a condemnation award or other compensation.

Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (i) the adoption or taking effect of any Law, (ii) any change in any Law or in the administration, interpretation, implementation or application thereof by any Official Body or (iii) the making or issuance of any request, rule, guideline or directive (whether or not having the force of Law) by any Official Body; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or directives thereunder or issued in connection therewith (whether or not having the force of Law) and (y) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (whether or not having the force of Law), in each case pursuant to Basel III, shall in each case be deemed to be a Change in Law regardless of the date enacted, adopted, issued, promulgated or implemented.

Change of Control” means (i) any Person or group of Persons (within the meaning of Sections 13(d) or 14(a) of the Securities Exchange Act of 1934, as amended) but excluding (w) any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan, (x) Seaboard Flour, a Delaware limited liability company, (y) SFC Preferred LLC, a Delaware limited liability company and (z) any member of the Bresky Group, shall have acquired beneficial ownership (either within the meaning of Rules 13d-3 and 13d-5 promulgated by the Securities and Exchange Commission under said Act or by reason of such Person or group of Persons having the right to acquire such beneficial ownership, whether exercisable immediately or with the passage of time (each, an “Option right”)) of 50% or more of the Voting Equity Interests on a fully diluted basis, taking into account any Option rights as though such rights have been exercised; or (ii) Parent shall cease to own, directly or indirectly, 100% of the Equity Interests in the Borrower.

Closing Date” means the Business Day on which each of the conditions precedent in Section 4.1 has been satisfied or waived by the Required Lenders.

Closing Date” means September 25, 2018.

CoBank” means CoBank, ACB, a federally chartered instrumentality of the United States, its successors and assigns.

6


Code” means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time.

Commitment” means the Term Loan Commitment of any Lender; “Commitments” means all of them.

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

Compliance Certificate” means a certificate of the Borrower, signed by a Compliance Officer of the Parent, substantially in the form of Exhibit D hereto.

Compliance Officer” means the Chief Executive Officer, President, Chief Financial Officer, Treasurer or Secretary of the Parent or any Loan Party, as the case may be.

Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

Consolidated” means, when used with reference to financial statements or financial statement items of any Person, such statements or items on a consolidated basis in accordance with applicable principles of consolidation under GAAP. “Consolidation” has a correlative meaning.

Consolidated Entity” means a Person, other than a Subsidiary of the Parent, whose financial statements or financial statement items are subject to Consolidation with those of the Parent under GAAP.

Consolidated Funded Indebtedness” means, as of any date of determination, for the Consolidated Group on a Consolidated basis, without duplication, the sum of (a) the aggregate stated balance sheet principal amount of all Indebtedness of the Consolidated Group determined in accordance with GAAP, (b) the aggregate principal amount of Indebtedness of the Consolidated Group disclosed in the footnotes to the balance sheet in accordance with GAAP, (c) the outstanding amount of all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable and accrued expenses in the ordinary course of business), (d) Attributable Indebtedness in respect of Capital Leases and Synthetic Lease Obligations, (e) without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (d) above of Persons who are not members of the Consolidated Group, and (f) all Indebtedness of the types referred to in clauses (a) through (e) above of any partnership or Joint Venture (other than a Joint Venture that is itself a corporation or limited liability company) in which a member of the Consolidated Group is a general partner or joint venturer, if such Indebtedness is recourse to such member of the Consolidated Group.

Consolidated Group” means the Parent, its Subsidiaries and Consolidated Entities.

Consolidated Net Income” means, for any period, the net income (or loss) of the Consolidated Group for such period, determined on a Consolidated basis, without duplication, in accordance with GAAP; provided, that in calculating Consolidated Net Income of the Consolidated Group for any period (a) the net income (or loss) attributable to non-controlling interests owned by members of the Consolidated Group in other Persons shall be excluded and (b) dividends and distributions with respect to non-controlling interests owned by members of the Consolidated Group in other Persons shall be included to the extent received in cash by members of the Consolidated Group.

Consolidated Tangible Net Worth” means as of any date of determination total stockholders’ equity less intangible assets of the Consolidated Group as of such date determined on a Consolidated basis

7


in accordance with GAAP.

Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

Conversion or Continuation Notice” has the meaning specified in Section 2.3.

Cost of Acquisition” means, with respect to any Acquisition, as at the date of entering into any agreement therefor, the sum of the following (without duplication): (a) the value of the Equity Interests of any member of the Consolidated Group to be transferred in connection therewith, (b) the amount of any cash and fair market value of other property (excluding property described in clause (a) and the unpaid principal amount of any debt instrument) given as consideration, (c) the amount (determined by using the face amount or the amount payable at maturity, whichever is greater) of any Indebtedness incurred, assumed or acquired by any member of the Consolidated Group in connection with such Acquisition, (d) all additional purchase price amounts in the form of earn-outs and other contingent obligations that should be recorded on the financial statements of the Consolidated Group in accordance with GAAP, (e) all amounts paid in respect of covenants not to compete, consulting agreements that should be recorded on financial statements of the Consolidated Group in accordance with GAAP, and other affiliated contracts in connection with such Acquisition, (f) the aggregate fair market value of all other consideration given by any member of the Consolidated Group in connection with such Acquisition, and (g) out of pocket transaction costs for the services and expenses of attorneys, accountants and other consultants incurred in effecting such transaction, and other similar transaction costs so incurred. For purposes of determining the Cost of Acquisition for any transaction, the Equity Interests of any member of the Consolidated Group shall be valued (Ai) in the case of Equity Interests that are then designated as a national market system security by the National Association of Securities Dealers, Inc. (“NASDAQ”) or is listed on a national securities exchange, the average of the last reported bid and ask quotations or the last prices reported thereon, and (Bii) with respect to any other Equity Interests, as determined by a committee composed of the disinterested members of the Board of Directors of the Parent and, if requested by the Administrative Agent, determined to be a reasonable valuation by the independent public accountants referred to in Section 6.1(b), and (C6.1(b), and (iii) with respect to any Acquisition accomplished pursuant to the exercise of options or warrants or the conversion of securities, the Cost of Acquisition shall include both the cost of acquiring such option, warrant or convertible security as well as the cost of exercise or conversion.

Covered Obligations” means obligations or liabilities not constituting Indebtedness that (a) exceed the Threshold Amount and (b) are accrued as liabilities on the balance sheet of a Person in accordance with GAAP.

Daily Simple SOFR Rate” means, for any day (a “Daily Simple SOFR Rate Day”), a rate per annum equal to SOFR for the day (such day, a “Daily Simple SOFR Determination Date”) that is five U.S. Government Securities Business Days prior to (a) if such Daily Simple SOFR Rate Day is a U.S. Government Securities Business Day, such Daily Simple SOFR Rate Day or (b) if such Daily Simple SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such Daily Simple SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website.  If, by 3:00 p.m. on the second U.S. Government Securities Business Day immediately following any Daily Simple SOFR Determination Date, SOFR in respect of such Daily Simple SOFR Determination Date has not been published on the SOFR Administrator’s Website and a Benchmark Transition Event with respect to the Daily Simple SOFR Rate has not occurred, then the SOFR for such Daily Simple SOFR Determination Date will be the SOFR as published in respect of the first preceding U.S. Government Securities Business Day for which such SOFR was published on the SOFR Administrator’s Website; provided that any SOFR determined pursuant to this

8


sentence shall be utilized for purposes of the calculation of the Daily Simple SOFR Rate for no more than three consecutive Daily Simple SOFR Rate Days.  Any change in the Daily Simple SOFR Rate due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower or any other Person.

Daily Simple SOFR Rate Loan” means a portion of the Term Loan bearing interest calculated in accordance with the Daily Simple SOFR Rate Option.  A Daily Simple SOFR Rate Loan is not subject to an Interest Period.

Daily Simple SOFR Rate Option” means the option of the Borrower to have all or any portion of the Term Loan bear interest at the rate and under the terms set forth in Section 2.2(a)(iv).

Debt Incurrence” means the incurrence by the Parent or any of its Subsidiaries on or after the Closing Date of any Indebtedness other than the Obligations.

Debt to Capitalization Ratio” means, as of the end of any date of determination, the ratio, represented as a percentage, of (a) the remainder of (i) Consolidated Funded Indebtedness as of such date minus (ii) any unrestricted cash (the amount of which shall be calculated net of any anticipated taxes), Cash Equivalents and readily-marketable debt and equity securities of the Consolidated Group that are reasonably acceptable to the Administrative Agent as of such date to (b) the sum of (i) Consolidated Funded Indebtedness as of such date plus Shareholders’ Equity.

Debtor Relief Laws” means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, winding-up or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

“Default” means any event or condition that with notice or passage of time, or both, would constitute an Event of Default.

Default Rate” means, as of any date of determination, the following: (a) ifwith respect to any portion of the Term Loan is subject to the Base Rate Option, the rate determined in accordance with the Base Rate Option as of such date plus an additional margin of 2.0% per annum, (b) if with respect to any portion of the Term Loan is subject to the LIBORTerm SOFR Rate Option, the rate determined in accordance with the LIBORTerm SOFR Rate Option as of such date plus an additional margin of 2.0% per annum, (c) if with respect to any portion of the Term Loan issubject to the Daily Simple SOFR Rate Option, the rate determined in accordance with the Daily Simple SOFR Rate Option as of such date plus an additional margin of 2.0% per annum, (d) with respect to any portion of the Term Loan subject to the Quoted Rate Option, the rate determined in accordance with the Quoted Rate Option as of such date plus an additional margin of 2.0% per annum and (de) for all other Obligations, the rate determined in accordance with the Base Rate Option as of such date plus an additional margin of 2.0% per annum.

Defaulting Lender” means, subject to Section 2.12(b)2.12(b), any Lender that (i) has failed to (a) fund all or any portion of the Term Loan within two Business Days of the date the Term Loan is required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (b) pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, (ii) has notified the Borrower or the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public

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statement relates to such Lender’s obligation to fund the Term Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (iii) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (iii) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (iv) has, or has a direct or indirect parent company that has, (a) become the subject of a proceeding under any Debtor Relief Law, or (b) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (i) through (iv) above shall be conclusive and binding absent manifest error, and, subject to any cure rights expressly provided above, such Lender shall be deemed to be a Defaulting Lender (subject to Section  2.12) upon delivery of written notice of such determination to the Borrower and each Lender.

Delaware LLC” means any limited liability company organized or formed under the laws of the State of Delaware.

Delaware Divided LLC” means any Delaware LLC which has been formed upon the consummation of a Delaware LLC Division.

Delaware LLC Division” means the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability Company Act.

Designated Jurisdiction” shall mean at any time, any country that is subject to comprehensive economic sanctions by the United States that broadly restrict trade and investment with that country. As of the Closing Date, the following countries are “Designated Jurisdictions”: Cuba, Iran, North Korea, Sudan and Syria.

Disposition” orDispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property or asset by any Person, including any disposition of property to a Delaware Divided LLC pursuant to a Delaware LLC Division.

Dollar,” “Dollars,” “U.S. Dollars” and the symbol “$” means lawful money of the United States of America.

Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 11.8(b)(iii)11.8(b)(iii), 11.8(b)(v)11.8(b)(v) and 11.8(b)(vi)11.8(b)(vi) (subject to such consents, if any, as may be required under Section 11.8(b)(iii)11.8(b)(iii)).

Environmental Laws” means any and all applicable current and future federal, state, local and foreign Laws and any consent decrees, concessions, permits, grants, franchises, licenses, agreements or other restrictions of a Governmental Authority or common Law causes of action relating to: (ia) protection

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of the environment or natural resources from, or emissions, discharges, releases or threatened releases of, Hazardous Materials in the environment including ambient air, surface, water, ground water or land, (iib) the generation, handling, use, labeling, disposal, transportation, reclamation and remediation of Hazardous Materials; (iiic) human health as affected by Hazardous Materials; (ivd) the protection of endangered or threatened species; and (ve) the protection of environmentally sensitive areas.

Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any other Loan Party directly or indirectly resulting from or based upon (ia) violation of any Environmental Law; (iib) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials; (iiic) exposure to any Hazardous Materials; (ivd) the release or threatened release of any Hazardous Materials into the environment; or (ve) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

Equity Issuance” means any issuance by Parent of any of its Equity Interests at any time after the Closing Date.

ERISA” means the Employee Retirement Income Security Act of 1974, as the same may be amended or supplemented from time to time, and any successor statute of similar import, and the rules and regulations thereunder, as from time to time in effect.

ERISA Affiliate” means, at any time, any trade or business (whether or not incorporated) under common control with any Loan Party such that such trade or business, together with such Loan Party and all other ERISA Affiliates, are treated as a single employer under Section 414 of the Code and Section 4001(b)(1) of ERISA.

ERISA Event” means (i) a reportable event (under Section 4043 of ERISA and regulations thereunder) with respect to a Pension Plan; (ii) a withdrawal by a Loan Party or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (iii) a complete or partial withdrawal by a Loan Party or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (iv) the filing of a notice of intent to terminate, the treatment of an amendment to a Pension Plan or a Multiemployer Plan as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (v) an event or condition that constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (vi) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate; or (vii) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA.

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Event of Default” means any of the events described in Section 9.1 and referred to therein as an “Event of Default.”

Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason not to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 12.10 and any other “keepwell, support or other agreements” for the benefit of such Guarantor) at the time the Guaranty of, or the grant of such security interest by, such Guarantor becomes effective with respect to such related Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guaranty or grant of security interest is or becomes illegal.

Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (a) imposed as a result of such Recipient being organized under the Laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (b) that are Other Connection Taxes, (ii) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in the Term Loan or Commitment pursuant to a Law in effect on the date on which (a) such Lender acquires such interest in the Term Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 3.6(a) or 3.6(b)3.6(a) or 3.6(b) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 3.2, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (iii) Taxes attributable to such Recipient’s failure to comply with Section 3.2 and (iv) any U.S. federal withholding Taxes imposed under FATCA.

Executive Order No. 13224” means the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

Farm Credit Equities” has the meaning specified in Section 6.9.

Farm Credit Lender” means a federally chartered Farm Credit System lending institution organized under the Farm Credit Act of 1971, as the same may be amended or supplemented from time to time.

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

Federal Funds Effective Rate” means, for any day, the greater of (a) the rate of interest per annum (rounded upward, if necessary, to the nearest whole multiple of 1/100th of 1%) equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on such date, or if no such rate is so published on

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such day, on the most recent day preceding such day on which such rate is so published. and (b) 0%.

Fee Letter” means that certain mandate letter dated as of August 22, 2018 between the Borrower, Parent and the Administrative Agent, together with any other fee letters entered into between the Borrower and the Administrative Agent from time to time.

Floor” means a rate of interest equal to 0.00%.

Foreign Lender” means (i) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (ii) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the Laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

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

GAAP” means generally accepted accounting principles as are in effect from time to time, subject to the provisions of Section 1.3, and applied on a consistent basis both as to classification of items and amounts.

Governmental Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, 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 to government (including any supra-national bodies such as the European Union or the European Central Bank).

Guaranteed Liabilities” means (a) the prompt Payment in Full, when due or declared due and at all such times, of all Obligations and all other amounts pursuant to the terms of the Credit Agreement, the Notes, and all other Loan Documents heretofore, now or at any time or times hereafter owing, arising, due or payable from the Borrower or any other Loan Party to any one or more of the Administrative Agent or Lenders, including principal, interest, premiums and fees (including all reasonable fees and expenses of counsel) and (b) the prompt, full and faithful performance, observance and discharge of each and every agreement, undertaking, covenant and provision to be performed, observed or discharged by the Borrower and each other Loan Party under the Credit Agreement, the Notes and all other Loan Documents to which it is a party.

Guarantor” means each of the parties to this Agreement that is designated as a “Guarantor” on the signature page hereof and each other Person that joins this Agreement as a Guarantor after the date hereof.

Guarantors’ Obligations” means the obligations of the Guarantors to the Administrative Agent and Lenders under Article XII.

Guaranty” or “Guarantee” means, with respect to any Person, without duplication, any obligation, contingent or otherwise, of such Person pursuant to which such Person has directly or indirectly guaranteed or had the economic effect of guaranteeing any Indebtedness or Covered Obligations of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of any such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or Covered Obligations (whether arising by virtue of partnership

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arrangements, by agreement to keep well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement condition or otherwise), (b) to purchase or lease property or services for the purpose of assuring another Person’s payment or performance of any Indebtedness or Covered Obligations, (c) to maintain the working capital of such Person to permit such Person to pay such Indebtedness or Covered Obligations or (d) entered into for the purpose of assuring in any other manner the obligee of such Indebtedness or Covered Obligations of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, that the term Guaranty/Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. Unless otherwise specified, the amount of any Guaranty shall be deemed to be the lesser of the principal amount of the Indebtedness or Covered Obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guaranty.

Hazardous Materials” means (i) any explosive or radioactive substances, materials or wastes, and (ii) any hazardous or toxic substances, materials or wastes, defined or regulated as such in or under, or that could reasonably be expected to give rise to liability under, any applicable Environmental Law, including, without limitation, asbestos, polychlorinated biphenyls, urea-formaldehyde insulation, gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products.

Hedge Agreement” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any 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 master agreement, and (b)  any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement.

Hedge Termination Value” means, in respect of any one or more Hedge Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Hedge Agreements, (a) for any date on or after the date such Hedge Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Hedge Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Hedge Agreements (which may include a Lender or any Affiliate of a Lender).

Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(i)all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(ii)all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

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(iii)all net obligations of such Person under each Hedge Agreement to which it is a party (provided, that the amount of any net obligation under any Hedge Agreement on any date shall be deemed to be the Hedge Termination Value thereof as of such date);

(iv)all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business and, in each case, not past due for more than 60 days after the date on which such trade account payable was created);

(v)obligations (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such obligations shall have been assumed by such Person or is limited in recourse;

(vi)all obligations of such Person under Capital Leases and all its Synthetic Lease Obligations;

(vii)all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and

(viii)all Guarantees of such Person in respect of any of the foregoing.

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

Indemnitee” has the meaning specified in Section 11.3.

Information” has the meaning specified in Section 11.9.

Intellectual Property” means patents, trademarks, copyrights and any other assets of the Borrower.

Interest Payment Date” means the first day of each calendar quarter after the date hereof and on the Maturity Date.

Interest Period” means the period of time selected by the Borrower in connection with (and to apply to) any election permitted hereunder by the Borrower that the Term Loan (to have all or any portion of the Term Loan) bear interest under the LIBORTerm SOFR Rate Option. Subject to the last sentence of this definition, such period shall be one, two, three, six, or, to the extent made available by all the Lenders, twelve months. Such Interest Period shall commence on the effective date as set forth in Section 2.3(a).2.3.  Notwithstanding the second sentence hereof: (ai) any Interest Period that would otherwise end on a date that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (bii) the Borrower shall not select or, convert to or renew an Interest Period for the Term Loan (all or any portion of the Term Loan) that would end after the Maturity Date and (ciii) if any Interest Period begins on the last Business Day of a month or on a day of a month for which there is no numerically corresponding day in the month in which such Interest Period is to end, such Interest Period shall be deemed to end on the last Business Day of the final month of such Interest Period.

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Interest Rate Hedge” means a Hedge Agreement entered into by a Person in order to provide protection to, or minimize the impact upon, such Person as its Subsidiaries of increasing floating rates of interest applicable to Indebtedness.

Interest Rate Option” means (a) the (i) LIBORTerm SOFR Rate Option, (ii)b) the Daily Simple SOFR Rate Option, (c) the Base Rate Option or (iii)d) the Quoted Rate Option.

Investment” means, with respect to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other Indebtedness or Equity Interest in, another Person, including any partnership or Joint Venture interest in such other Person and any arrangement pursuant to which the investor Guarantees any Indebtedness of such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

IRS” means the United States Internal Revenue Service.

Joint Lead Arranger” means Farm Credit Services of America, PCA in its capacity as Joint Lead Arranger.

Joint Venture” means any Person (other than a Subsidiary or a Consolidated Entity) in which the Parent or its Subsidiaries owns more than five percent (5%) of such Person’s Equity Interests.

Law” means any law (including common law and Environmental Laws), constitution, statute, treaty, regulation, rule, ordinance, opinion, release, ruling, order, injunction, writ, decree, bond, judgment, authorization or approval, lien or award by or settlement agreement with any Governmental Authority.

Lead Arranger” means CoBank, ACB, in its capacity as Lead Arranger and Sole Bookrunner.

Lenders” means each of the financial institutions from time to time party hereto as a lender and their respective successors and assigns as permitted hereunder, each of which is referred to herein as a Lender.

LIBOR Rate” means, subject to Section 3.4(c), with respect to any Interest Period, a rate of interest reported by Bloomberg Information Services (or on any successor or substitute service providing rate quotations comparable to those currently provided by such service, as determined by the Administrative Agent from time to time, for the purpose of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period; provided that in the event the Administrative Agent is not able to determine the LIBOR Rate using such methodology, subject to Section 3.4(c), the Administrative Agent shall notify the Borrower and the Administrative Agent and the Borrower will agree upon a substitute basis for obtaining such quotations. In no event shall the LIBOR Rate be less than zero. Notwithstanding the foregoing, unless otherwise specified in any amendment to this Agreement entered into in accordance with Section 3.4(c) in the event that a LIBOR Replacement Rate with respect to the LIBOR Rate is implemented, then all references herein to the LIBOR Rate shall be deemed references to such LIBOR Replacement Rate (including the corresponding rate that would apply to any determination of the Base Rate).

LIBOR Rate Option” means the option of the Borrower to have the Term Loan bear interest at

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the rate and under the terms set forth in Section 2.2(a)(ii).

LIBOR Replacement Rate” has the meaning specified in Section 3.4(c).

LIBOR Scheduled Unavailability Date” has the meaning specified in Section 3.4(c).

Lien” means any mortgage, deed of trust, pledge, hypothecation, collateral assignment, lien (statutory or otherwise), security interest, charge or other encumbrance or security arrangement of any nature whatsoever, whether voluntarily or involuntarily given, including any conditional sale or title retention arrangement, and any assignment, deposit arrangement or lease intended as, or having the effect of, security and any filed financing statement or other notice of any of the foregoing (whether or not a lien or other encumbrance is created or exists at the time of the filing).

Loan Documents” means this Agreement, the Fee Letter, the Notes, if any, and any other instruments, certificates or documents delivered in connection herewith or therewith, all as amended, restated, reaffirmed, reconfirmed, replaced, substituted or otherwise modified from time to time.

Loan Parties” means the Borrower, the Parent and any other Guarantors.

Loan Request” means a request for the Term Loan that sets forth the information required pursuant to Section 2.1(b)2.1(b).

Material Adverse Change” means any circumstance or event, or series of circumstances or events, that has or could reasonably be expected to have a material adverse effect upon (i) the business, properties, assets, condition (financial or otherwise), operations, liabilities (actual or contingent) or prospects of the Borrower or the Parent, individually, or the Consolidated Group, taken as a whole, (ii) the legality, binding effect, validity or enforceability of this Agreement or any other Loan Document, (iii) the ability of the Borrower or the Parent, individually, or the Consolidated Group, taken as a whole, to duly and punctually pay or perform any of the Obligations, or (iv) the ability of the Administrative Agent or any Lender to enforce their legal remedies pursuant to this Agreement or any other Loan Document.

Material Agreement” means any agreement that would be a “material contract” as defined in Item 601(b)(10) of Regulation S-K, promulgated pursuant to the Securities Act of 1933, but excluding subsections (ii) and (iii) thereof.

Material Indebtedness” means Indebtedness (other than the Obligations) in an aggregate principal amount exceeding the Threshold Amount.

Material Subsidiary” means a Subsidiary of the Parent that (a) at the end of the most recently completed fiscal year, constituted more than ten percent (10%) of consolidated total assets (as shown on the Parent’s consolidated balance sheet) or Shareholders’ Equity or (b) accounted for more than ten percent (10%) of the revenues of the Consolidated Group, determined on a consolidated basis, in respect of the most recently completed fiscal year.

Maturity Date” means, the earlier of (i) the date of acceleration of the Obligations in accordance with Section 9.2 and (ii) September 25, 2028.

Maximum Rate” has the meaning specified in Section 11.14.

Moody’s” means Moody’s Investors Service, Inc., or any successor or assignee thereof in the business of rating securities and debt.

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Multiemployer Plan” means any employee benefit plan that is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA and to which the Borrower or any ERISA Affiliate is then making or accruing an obligation to make contributions or, within the preceding five (5) plan years of such Multiemployer Plan, has made or had an obligation to make such contributions.

Net Cash Proceeds” means:

(i)in the case of any Equity Issuance or Debt Incurrence, an amount equal to: (a) the aggregate amount of all cash payments received by any Loan Party in respect of such Equity Issuance or Debt Incurrence, as applicable, minus (b) customary, bona fide, out-of-pocket direct costs incurred by such Loan Party in connection such issuance;

(ii)with respect to any Casualty Event, an amount equal to: (a) cash payments received by any Loan Party from such Casualty Event, minus (b) all customary, bona fide, out-of-pocket direct costs incurred by such Loan Party in connection with collecting such cash payments minus (c) the principal amount of any Indebtedness secured by such asset and that is required to be repaid in connection therewith (to the extent such Indebtedness and any Liens securing such Indebtedness are permitted by this Agreement); and

(iii)with respect to any Disposition, an amount equal to: (a) cash payments received by any Loan Party from such Disposition, minus (b) all income taxes and other taxes assessed by a Governmental Authority as a result of such transaction, minus (c) all customary, bona fide, out-of-pocket direct transaction costs incurred by such Loan Party in connection with such Disposition minus (d) the principal amount of any Indebtedness secured by such asset and that is required to be repaid in connection therewith (to the extent such Indebtedness and any Liens securing such Indebtedness are permitted by this Agreement), minus (e) the amount of any holdbacks and escrows established in connection therewith.

Non-Consenting Lender” has the meaning specified in Section 11.1.

Non-Material Subsidiary” means a Subsidiary that is not a Material Subsidiary.

Notes” means, the Term Loan Notes.

Obligation” means any obligation or liability of any of the Loan Parties (other than Excluded Swap Obligations), howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due, under or in connection with this Agreement, the Notes, if any, the Fee Letter or any other Loan Document whether to the Administrative Agent, any of the Lenders or their Affiliates or other persons provided for under such Loan Documents, including interest and fees that accrue after the commencement of any Relief Proceedings with respect to any Loan Party.

Official Body” means (i) any Governmental Authority and (ii) any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing).

Organizational Documents” means the certificate or articles of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents of any Person.

Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a

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present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in the Term Loan or Loan Document).

Other Information” has the meaning specified in Section 12.9.

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

Parent” means Seaboard Corporation, a Delaware corporation.

Participant” has the meaning specified in Section 11.8(d)11.8(d).

Participant Register” has the meaning specified in Section 11.8(d)11.8(d).

Payment In Full” means, with respect to the Obligations, the payment in full in cash of the Term Loan and other Obligations hereunder and the termination of the Commitments.

PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA or any successor entity performing similar functions.

Pension Act” means the Pension Protection Act of 2006.

Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code, and either (i) is sponsored or maintained by any Loan Party or any ERISA Affiliate for employees of such Loan Party or any ERISA Affiliate, (ii) has at any time within the preceding five (5) years been sponsored or maintained by such Loan Party or any entity which was at such time an ERISA Affiliate for employees of such Loan Party or of any entity which was at such time an ERISA Affiliate, or (iii) to which any Loan Party or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section  4064(a) of ERISA, has made contributions at any time during the immediately preceding five (5) plan years.

Permitted Liens” means:

(i)Liens, if any, granted to Administrative Agent for the benefit of Lenders pursuant to any Loan Document;

(ii)Liens for taxes, assessments, or similar charges and levies of any Governmental Authority not yet due or which are being diligently contested in good faith by appropriate and lawful proceedings that suspend enforcement of such Liens and for which adequate reserves or other appropriate provisions in accordance with GAAP have been set aside on such Loan Party’s books;

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(iii)pledges or deposits made in the ordinary course of business to secure payment of workmen’s compensation, or to participate in any fund in connection with workmen’s compensation, unemployment insurance, old-age pensions or other social security programs, other than any Lien imposed by ERISA;

(iv)Liens of mechanics, materialmen, warehousemen, carriers, suppliers, landlords or other like Liens that are incurred in the ordinary course of business and either (i) secure obligations that are not overdue by more than thirty (30) days or (ii) are being diligently contested in good faith by appropriate and lawful proceedings that suspend enforcement of such Liens and for which adequate reserves or other appropriate provisions in accordance with GAAP have been set aside on such Loan Party’s books;

(v)good-faith pledges or deposits made in the ordinary course of business to secure performance of bids, tenders, trade contracts (other than Indebtedness) or leases, not in excess of the aggregate amount due thereunder, or to secure statutory obligations, or surety, appeal, performance or other similar bonds required in the ordinary course of business;

(vi)encumbrances consisting of zoning restrictions, easements, right-of-way or other encumbrances, title defects and restrictions on the use of real property that in the aggregate are not substantial in amount and none of which materially impairs the use of such property or the value thereof, none of which is violated in any material respect by existing or proposed structures or land use and which do not interfere with the ordinary conduct of the business of the applicable Loan Party;

(vii)Liens securing Indebtedness (including renewals, extensions and refinancings thereof) on property in existence at the time such property is acquired by Parent or a Subsidiary of Parent in connection with an Acquisition not prohibited herein; provided, that such Liens do not at any time encumber any property other than the property so acquired;

(viii)Liens securing Indebtedness permitted under Section 7.1(h)7.1(h), provided, that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition;

(ix)statutory Liens of each applicable Farm Credit Lender in its Farm Credit Equities;

(x)Liens under UCC § 4-210, Liens in deposit accounts or in other assets in the possession of a financial institution created under the deposit agreement, treasury management agreement or similar agreement of any financial institution at which a Loan Party or a Subsidiary of a Loan Party maintains a deposit account, Liens in securities accounts or other assets in the possession of a securities intermediary created under the account agreement of any securities intermediary at which a Loan Party or a Subsidiary of a Loan Party maintains a securities account and Liens in commodities accounts or in other assets in the possession of a commodities intermediary created under the account agreement of any commodities intermediary at which a Loan Party or a Subsidiary of a Loan Party maintains a commodities account;

(xi)Liens on property owned by a Subsidiary, provided that such Liens secure only obligations owing to the Parent or a wholly owned Subsidiary;

(xii)Liens resulting from judgments or orders not constituting an Event of Default under Section 9.1(f)9.1(f); and

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(xiii)Liens that do not otherwise constitute “Permitted Liens”; provided, that the aggregate amount of Indebtedness secured by Liens permitted by this clause (xiii) shall not at any time exceed 15% of Consolidated Tangible Net Worth determined at such time.

Permitted Lines of Business” means (a) meat (including chicken, turkey, beef, lamb and pork), poultry and seafood production, processing and marketing, (b) ocean, ground and rail transportation and related support, (c) animal feed production and processing, (d) flour and feed milling, (e) power production, (f) commodity merchandising, (g) baking, (h) fruit and vegetable production and processing, (i) sugar production and processing, (j) the production, transportation and marketing of alternative energy products (including bio-diesel and ethanol) and (k) the holding of cash and other marketable investments held to generate profits or for future use by the Consolidated Group in connection with any of the aforementioned Permitted Lines of Business.

“Person” means any natural person, corporation, company, partnership, limited liability company, association, joint-stock company, trust, unincorporated organization, joint venture, Official Body, or any other entity.

Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of any Loan Party or any ERISA Affiliate or any such Plan to which any Loan Party or any ERISA Affiliate is required to contribute on behalf of any of its employees.

Plan Funding Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and Multiemployer Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and thereafter, Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

Pricing Grid” means the table and text set forth in Schedule 1. For purposes of determining the Applicable Margin:

(i)The Applicable MarginMargins shall be set at Level I until receipt of the Compliance Certificate for the measurement period ending September 30, 2018.

(ii)The Applicable MarginMargins shall be recomputed as of the end of each fiscal quarter ending after the measurement period ending on September 30, 2018 based on the Debt to Capitalization Ratio as of such quarter end. Any increase or decrease in the Applicable MarginMargins computed as of a quarter end shall be effective no later than five (5) Business Days following the date on which the Compliance Certificate evidencing such computation is due to be delivered under Section 6.1(c).6.1(c).  If a Compliance Certificate is not delivered when due in accordance with such Section 6.1(c)6.1(c), then the rates in Level HIIII shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered. Notwithstanding anything contained in this definition to the contrary, to the extent that the Applicable MarginMargins shall change as a result of operation of this subsection (ii), if the Term Loan is subject to the LIBOR Rate Option,(ii), such change shall not apply to theany existing Term SOFR Rate Loan until such time as the current Interest Period with respect to thesuch Term SOFR Rate Loan expires.

(iii)If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Lenders determine that (i) the Debt to Capitalization Ratio as calculated by the Borrower as of any applicable date was inaccurate and

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(ii) a proper calculation of the Debt to Capitalization Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender, as the case may be, under Section 2.9, Section 3.5, or Article VIII.

Prime Ratemeans a variable rate of interest per annum equal to the “U.S. prime rate” as reported on such day in the Money Rates Section of the Eastern Edition of The Wall Street Journal, or if the Eastern Edition of The Wall Street Journal is not published on such day, such rate as last published in the Eastern Edition of The Wall Street Journal. In the event the Eastern Edition of The Wall Street Journal ceases to publish such rate or an equivalent on a regular basis, the term “Prime Rate” shall be determined on any day by reference to such other regularly published average prime rate for such date applicable to such commercial banks as is acceptable to the Administrative Agent in its reasonable discretion. Any change in Prime Rate shall be automatic, without the necessity of notice provided to the Borrower or any other Loan Party.

Prime Ratemeans the rate of interest per annum last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent in its reasonable discretion) or any similar release by the Board (as determined by the Administrative Agent in its reasonable discretion).  Any change in the Prime Rate shall take effect at the opening of business on the day such change is publicly announced or quoted as being effective without the necessity of notice provided to the Borrower or any other Person.

Principal Office” means the main banking office of the Administrative Agent in Greenwood Village, Colorado, or such other banking office as may be designated by the Administrative Agent from time to time.

Pro Rata Share” means, as of any date of determination, the proportion that the outstanding principal amount the Term Loan as of such date bears to the aggregate outstanding principal amount of the Term Loan as of such date.

Purchase Money Security Interest” means Liens upon tangible personal property securing loans to any Loan Party or Subsidiary of a Loan Party or deferred payments by such Loan Party or Subsidiary for the purchase of such tangible personal property.

Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guaranty or grant of security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Quoted Rate” means, with respect to all or a portion of the Term Loan, in each case in a minimum principal amount of at least $5,000,000, a fixed rate per annum to be quoted by the Administrative Agent,

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with the prior written consent of each Lender, which rate may be fixed on such balances and for such periods as may be agreeable to the Administrative Agent. In no event shall the Quoted Rate be less than zero.

Quoted Rate Loan” means a portion of the Term Loan bearing interest calculated in accordance with the Quoted Rate Option.

Quoted Rate Option” means the option under Section 2.2(a)(iii)2.2(a)(iii).

Quoted Rate Period” means a period of time selected by the Borrower in connection with (and to apply to) any election permitted hereunder to have all or a portion of the Term Loan bear interest at a Quoted Rate. Subject to the penultimate sentence of this definition, each such period shall be for a minimum of one (1) year. The Quoted Rate Period with respect to any portion of the Term Loan shall commence on the effective date of the applicable Quoted Rate Option election, which shall be the date of conversion to a Quoted Rate of any existing portion of the Term Loan. Notwithstanding the second sentence of this definition, if the Quoted Rate Period, with respect to a portion of the Term Loan, would otherwise end on a date that is not a Business Day, it shall be extended to the next succeeding Business Day. The Borrower shall not select or convert to a Quoted Rate Period that would end after the Maturity Date.

Recipient” means (i) the Administrative Agent and (ii) any Lender, as applicable.

Related Agreements” has the meaning specified in Section 12.3(a)12.3(a).

Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

Relevant Governmental Body” means the Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board or the Federal Reserve Bank of New York, or any successor thereto.

Relief Proceeding” means any proceeding seeking a decree or order for relief in respect of any Person, or all or substantially all of its property, in a voluntary or involuntary case under any applicable Debtor Relief Laws.

Required Lenders” means, at any time, Lenders (other than Defaulting Lenders) having Total Credit Exposures representing more than 50% of the Total Credit Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time.

Resignation Effective Date” has the meaning specified in Section 10.8.

Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of the Parent or any of its Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to the Parent’s stockholders, partners or members (or the equivalent Person thereof).

Sanctioned Person” shall mean, at any time, any Person listed in any sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State, the United Nations Security

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Council, the European Union or HerHis Majesty’s Treasury of the United Kingdom.

Sanctions” shall mean any sanction administered or enforced from time to time by the United States Government (including without limitation, OFAC), the United Nations Security Council and the European Union or HerHis Majesty’s Treasury of the United Kingdom.

Shareholders’ Equity” means, as of any date of determination, Consolidated shareholders’ equity of the Consolidated Group as of that date determined in accordance with GAAP.

SOFR” means a rate per annum equal to the secured overnight financing rate as administered by the SOFR Administrator.

SOFR Adjustment” means a percentage per annum equal to, as applicable, (a) as to the Adjusted Daily Simple SOFR Rate, 0.100%, and (b) as to the Adjusted Term SOFR Rate for the applicable Interest Period, as set forth below:

Interest Period

Percentage

One month

0.100%

Three months

0.150%

Six months

0.250%

Twelve months

As mutually agreed in writing among the Administrative Agent, all Lenders and the Borrower

SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

Solvent” means, with respect to any Person on any date of determination, taking into account such right of reimbursement, contribution or similar right available to such Person from other Persons, that on such date (i) the fair value of the property of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (ii) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (iii) such Person is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (iv) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature, and (v) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged. In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed at the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Standard & Poor’s” means Standard & Poor’s Ratings Services LLC, a subsidiary of The McGraw-Hill Companies, Inc., or any successor or assignee of the business of such division in the business

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of rating securities and debt.

Statutory Reserve Rate” means, if the Term Loan is subject to the LIBOR Rate Option, with respect to the Interest Period, a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the arithmetic mean, taken over each day in such Interest Period, of the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject for eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. If the Term Loan is subject to the LIBOR Rate Option, the Term Loan shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

Subsidiary” of any Person at any time means any corporation, trust, partnership, any limited liability company or other business entity (i) of which more than 50% of the outstanding Voting Equity Interests is at such time owned, directly or indirectly through one or more intermediaries, by such Person or one or more of such Person’s Subsidiaries.

Subsidiary Equity Interests” has the meaning specified in Section 5.6.

Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section la(47) of the Commodity Exchange Act.

Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, for tax purposes or otherwise upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

Tax Compliance Certificate” means a tax certificate substantially in the form of Exhibit E-1, E--2, E-3 or E-4 hereto, as applicable, prepared and delivered by any Lender in accordance with Section 3.2(f) 3.2(f).

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

Term Loan” has the meaning specified in Section 2.1.

Term Loan Commitment” means, as to any Lender at any time, the amount initially set forth opposite its name on Schedule 1.1(B), as such Commitment is thereafter assigned or modified and “Term Loan Commitments” means the aggregate Term Loan Commitments of all of the Lenders. As of the Closing Date, the aggregate amount of the Term Loan Commitments of the Lenders is $700,000,000.

Term Loan Facility” means the Term Loan facility established pursuant to Section 2.1.

Term Loan Notes” means the promissory notes of the Borrower substantially in the form of Exhibit B.

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Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

Term SOFR Rate” means,

(a)​ ​for any calculation with respect to a Term SOFR Rate Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 3:00 p.m. on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Transition Event with respect to the Term SOFR Reference Rate has not occurred, then the Term SOFR Rate will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day; or

(b)​ ​for any calculation with respect to a Base Rate Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the “Base Rate Term SOFR Determination Day”) that is two U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 3:00 p.m. on any Base Rate Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Transition Event with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR Rate will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three U.S. Government Securities Business Days prior to such Base Rate Term SOFR Determination Day.

Term SOFR Rate Loan” means a portion of the Term Loan bearing interest calculated in accordance with the Term SOFR Rate Option, other than pursuant to clause (c) of the definition of “Base Rate”.  A Term SOFR Rate Loan is subject to an Interest Period.

Term SOFR Rate Option” means the option of the Borrower to have all or any portion of the Term Loan bear interest at the rate and under the terms set forth in Section 2.2(a)(ii).

Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

Termination Date” means the date as of which all of the following shall have occurred: (a) all Commitments under this Agreement have terminated, and (b) all Obligations have been paid in full (other than contingent indemnification obligations).

Threshold Amount” means $100,000,000.

Total Credit Exposure” means, as to any Lender at any time, the outstanding Pro Rata Share of the Term Loan of such Lender at such time.

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UCC” means the Uniform Commercial Code as in effect in the State of Colorado.

USA PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

U.S. Borrower” means any Borrower that is a U.S. Person.

U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

Voting Equity Interests” means Equity Interests normally entitled to vote for the election of one or more directors or trustees (regardless of any contingency that does or may suspend or dilute the voting rights).

Voting Participant” has the meaning specified in Section 11.8(d)11.8(d).

Voting Participant Notice” has the meaning specified in Section 11.8(d)11.8(d).

Withholding Agent” means (ia) the Borrower or any other Loan Party and (iib) the Administrative Agent.

1.2Construction. Unless the context of this Agreement otherwise clearly requires, the following rules of construction shall apply to this Agreement and each of the other Loan Documents: (a) references to the plural include the singular, the plural, the part and the whole; (b) the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”; (c) the words “hereof” “herein,” “hereunder,” “hereto” and similar terms in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document as a whole; (d) article, section, subsection, clause, schedule and exhibit references are to this Agreement or other Loan Document, as the case may be, unless otherwise specified; (e) reference to any Person includes such Person’s successors and assigns; (f) reference to any agreement, including this Agreement and any other Loan Document together with the schedules and exhibits hereto or thereto, document or instrument means such agreement, document or instrument as amended, modified, supplemented, replaced, substituted for, superseded or restated at any time and from time to time; (g) relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding,” and “through” means “through and including”; (h) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights; (i) section headings herein and in each other Loan Document are included for convenience and shall not affect the interpretation of this Agreement or such Loan Document; (j) any pronoun shall include the corresponding masculine, feminine and neuter terms; (k) reference to any Law or regulation herein shall refer to such Law or regulation as amended, modified or supplemented from time to time; (1l) the word “will” shall be construed to have the same meaning and effect as the word “shall”; and (m) unless otherwise specified, all references herein to times of day shall be references to Denver, Colorado time.

1.3Accounting Principles. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters (including financial ratios and other financial

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covenants) and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), applied on a consistent basis and, except as expressly provided herein, in a manner consistent with that used in preparing audited financial statements in accordance with Section 6.1(b)6.1(b) and all accounting or financial terms have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms (and all defined terms used in the definition of any accounting term) have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the financial statements referred to in Section 5.10. In the event of any change after the date hereof in GAAP, and if such change would affect the computation of any of the financial covenants set forth in SectionArticle VIII, then the parties hereto agree to endeavor, in good faith, to agree upon an amendment to this Agreement that would adjust such financial covenants in a manner that would preserve the original intent thereof, but would allow compliance therewith to be determined in accordance with the Borrower’s financial statements at that time, provided that until so amended such financial covenants shall continue to be computed in accordance with GAAP prior to such change therein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of Parent and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded. For purposes of determining compliance with any covenant contained herein, whether a lease constitutes a capital lease, and whether obligations arising under such lease are required to be capitalized on the balance sheet of the lessee thereunder and/or recognized as interest expense in such lessee’s financial statements, shall be determined in all material respects in accordance with GAAP as in effect on December 31, 2017 notwithstanding any modification or interpretive change occurring thereafter.

1.4UCC Terms. Terms defined in the UCC in effect on the Closing Date and not otherwise defined herein shall, unless the context otherwise indicates, have the meanings provided by those definitions. Subject to the foregoing, the term “UCC” refers, as of any date of determination, to the UCC then in effect.

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

1.6Covenant Compliance Generally. For purposes of determining compliance under Article VIII, any amount in a currency other than Dollars will be converted to Dollars in a manner consistent with that used in the most recent annual financial statements of Parent and its Subsidiaries delivered pursuant to Section 6.1(b).6.1(b). Notwithstanding the foregoing, for purposes of determining compliance with Article VII, with respect to any covenant with respect to the amount of Indebtedness or investment in a currency other than Dollars, no breach of any basket contained therein shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or investment is incurred; provided, that for the avoidance of doubt, the result of any changes in rates of exchange occurring after the time such Indebtedness or investment is incurred shall otherwise apply in all other cases, including determining whether any additional Indebtedness or investment may be incurred at any time in accordance with Article VII and for purposes of calculating financial ratios in accordance with Article VIII.

1.7Administration of Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “LIBOR Rate” or with respect to any comparable or successor rate thereto.

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IICREDIT FACILITY

2.1Term Loan.

(a)Term Loan Commitments. Subject to the terms and conditions hereof, and relying upon the representations and warranties of the Loan Parties set forth herein and in the other Loan Documents, each Lender severally agrees to make a single term loan (the “Term Loan”) to the Borrower on the Closing Date in such principal amount as the Borrower shall request up to, but not exceeding the lesser of (i) such Lender’s Term Loan Commitment or (ii) such Lender’s Pro Rata Share of the Term Loan.

(b)Loan Request. The Borrower shall request the Lenders to make the Term Loans by delivering to the Administrative Agent, not later than 11:00 a.m., (i) three (3) U.S. Government Securities Business Days prior to the expected Closing Date if the Borrower is requesting that the Term Loan be subject to the LIBORTerm SOFR Rate Option or, (ii) three (3) Business Days prior to the expected Closing Date if the Borrower is requesting that the Term Loan be subject to the Quoted Rate Option; and (ii, (iii) one (1) Business Day prior to the expected Closing Date if the Borrower is requesting that the Term Loan be subject to the Base Rate Option, and (iv) one (1) U.S. Government Securities Business Day prior to the expected Closing Date if the Borrower is requesting that the Term Loan be subject to the Daily Simple SOFR Rate Option, a duly completed Loan Request. Such Loan Request shall be subject to the occurrence of the Closing Date but otherwise shall be irrevocable and shall specify (x) the Interest Period, if applicable, and (y) whether the Term Loan shall be subject to the LIBORTerm SOFR Rate Option, the Quoted Rate Option, the Daily Simple SOFR Rate Option or the Base Rate Option.

(c)Nature of Lenders’ Obligations with Respect to the Term Loan. The failure of any Lender to make the Term Loan shall not relieve any other Lender of its obligations to make the Term Loan nor shall it impose any additional liability on any other Lender hereunder. The Lenders shall have no obligation to make the Term Loan or any other loan hereunder after the Closing Date. The Term Loan Commitments are not revolving commitments, and the Borrower shall not have the right to repay and reborrow under Section 2.1.

(d)Single Advance. The entire amount of the Term Loan shall be advanced as a single advance and any principal amount of the Term Loan repaid may not be readvanced.

(e)Repayment of Term Loan. In addition to any prepayments or repayments made pursuant to Section 2.9 and Section 2.10, the Borrower shall repay the aggregate outstanding principal balance of the Term Loan in quarterly principal payments on the dates and in the amounts set forth in Schedule 2.1 hereto. Notwithstanding anything herein to the contrary, the entire outstanding principal balance of the Term Loan shall be due and payable in full in cash on the Maturity Date.

2.2Interest Rate Provisions. The Borrower shall pay interest in respect of the outstanding unpaid principal amount of the Term Loan, it being understood that, subject to the provisions of this Agreement, the Borrower may select different Interest Rate Options and different Interest Periods to apply to any portion or portions of the Term Loandifferent Borrowings at any time outstanding and may convert theto or renew one or more Interest Rate OptionOptions with respect to all or any portion of the Term Loanany Borrowing at any time outstanding; provided that there shall not be at any one time outstanding more than seven (7) Interest PeriodsBorrowings of Term SOFR Rate Loans, and provided, further, that if a Default or an Event of Default or Default has occurred and is continuing, the Borrower may not request, convert to the LIBOR Rate Optionor renew any Term SOFR Rate Loans, Daily Simple SOFR Rate Loans

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or the Quoted Rate Option.Loans.  If at any time the designated rate applicable to the Term Loan (or any portion thereof) made by any Lender exceeds the Maximum Rate, the rate of interest on such Lender’s Pro Rata Share of the Term Loan shall be limited to such Lender’s Maximum Rate.

(a)Interest Rate Options. Subject to the limitations set forth in Section 3.4, the Borrower shall have the right to select from the following Interest Rate Options applicable to all or any portion of the Term Loan:

(i)Base Rate Option: An option to pay interest at a fluctuating rate per annum equal to the Base Rate in effect as of any date of determination plus the Applicable Margin as of such date; or

(ii)LIBORTerm SOFR Rate Option: An option to pay interest at a fluctuating rate per annum equal to the Adjusted LIBORTerm SOFR Rate with respect to the applicable Interest Period and as in effect as of any date of determination plus the Applicable Margin as of such date.;

(iii)Quoted Rate Option: An option to pay interest at a fixed rate per annum equal to the Quoted Rate with respect to the applicable Quoted Rate Period and as in effect as of any date of determination.; or

(iv)​ ​Daily Simple SOFR Rate Option: An option to pay interest at a fluctuating rate per annum equal to the Adjusted Daily Simple SOFR Rate in effect as of any date of determination plus the Applicable Margin as of such date.

(b)Day Count Basis. Interest and fees shall be calculated on the basis of a 360--day year for the actual number of days elapsed (which results in more interest or fees, as the case may be, being paid than if calculated on the basis of a 365-day year).); provided that interest with respect to Base Rate Loans incurring interest based on the Prime Rate shall be calculated on the basis of a 365/366 day year. The date of funding or conversion of thea Term SOFR Rate Loan from the LIBOR, Daily Simple SOFR Rate OptionLoan or the Quoted Rate OptionLoan to thea Base Rate OptionLoan, and the first day of an Interest Period or Quoted Rate Period shall be included in the calculation of interest. The date of payment of the Term Loan and the last day of an Interest Period or Quoted Rate Period shall be excluded from the calculation of interest; provided, if the Term Loan is repaid on the same day that it is made, one (1) day’s interest shall be charged.

2.3Interest Periods and Quoted Rate Period. In order to convert all or any portion of the Term Loan from one Interest Rate Option to another Interest Rate Option, continue all or any portion of the Term Loan under the LIBORTerm SOFR Rate Option or the Quoted Rate Option or convert or select a different Interest Period for all or any portion of the Term Loan, the Borrower shall deliver to the Administrative Agent a duly completed, written request therefor substantially in the form of Exhibit C (each, a “Conversion or Continuation Notice”) not later than 11:00 a.m. (i) with respect to a conversion to a Term SOFR Rate Loan or a Daily Simple SOFR Rate Loan or a continuation of a Term SOFR Rate Loan, at least three (3) U.S. Government Securities Business Days prior to the proposed effective date of such conversion or continuation, and (ii) with respect to a conversion to a Base Rate Loan or a Quoted Rate Loan or a continuation of a Quoted Rate Loan, at least three (3) Business Days prior to the proposed effective date of such conversion or continuation. The Conversion or Continuation Notice shall specify (i) the principal amount of the Term Loan subject to such request, and, if the LIBORTerm SOFR Rate Option or Quoted Rate Option is to be converted or continued, the last day of the current Interest Period or Quoted Rate Period, as applicable, for the Term Loan (or portion of the Term Loan), (ii) the proposed effective date of such conversion or continuation (which shall be a Business Day), (iii) whether the

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Borrower is requesting a continuation of the LIBORTerm SOFR Rate Option or Quoted Rate Option, a conversion from one Interest Rate Option to another Interest Rate Option or an Interest Period conversion is requested, (iv) if a continuation of or conversion to the LIBOR Rate Option is requested, the requested Interest Period with respect to the remaining Term Loan, (v) if a continuation of or conversion to the Quoted Rate Option is requested, the requested Quoted Rate Period with respect to the remaining Term Loan and (vi) if an Interest Period conversion for all or any portion of the Term Loan is requested, the amount of the Term Loan for which such Interest Period is to apply.and (iv) if applicable, the requested Interest Period or Quoted Rate Period. In addition, the following provisions shall apply to any continuation of or conversion of any Interest Rate Option:

(a)Amount of Loans. After giving effect to such conversion or continuation, the portioneach Borrowing of the Term Loan under the Base Rate OptionLoans or Daily Simple SOFR Rate Loans, if any, shall be in an amount not less than $1,000,000, and the portioneach Borrowing of the Term Loan under the LIBORSOFR Rate OptionLoans or Quoted Rate OptionLoans, if any, shall be in an amount not less than $5,000,000.

(b)Commencement of Interest Period or Quoted Rate Period.

(i)IfIf all or any portion of the Term Loan is initially made under the LIBORTerm SOFR Rate Option or Daily Simple SOFR Rate Option, is converted to or continued at the LIBORTerm SOFR Rate Option or Daily Simple SOFR Rate Option, or an Interest Period for all or any portion of the Term Loan is converted, the Interest Period shall commence on the Closing Date, date of continuation of or conversion to the LIBORTerm SOFR Rate Option or the Daily Simple SOFR Rate Option, or date of conversion of the Interest Period, as applicable, and, in the case of immediately successive Interest Periods, each successive Interest Period shall commence on the date on which the immediately preceding Interest Period expires. Upon a conversion from the LIBORTerm SOFR Rate Option or the Daily Simple SOFR Rate Option to the Baseanother Interest Rate Option, interest at the Baseother Interest Rate Option shall commence on the last day of the existing Interest Period.

(ii)IfIf all or any portion of the Term Loan is initially made under the Quoted Rate Option or is converted to the Quoted Rate Option, the Quoted Rate Period shall commence on the Closing Date or date of continuation of or conversion to the Quoted Rate Option, as applicable., and, in the case of immediately successive Quoted Rate Periods, each successive Quoted Rate Period shall commence on the date on which the immediately preceding Quoted Rate Period expires. Upon a conversion from the Quoted Rate Option to the Baseanother Interest Rate Option, interest at the Baseother Interest Rate Option shall commence on the last day of the existing Quoted Rate Period.

(c)​ ​Selection of Interest Rate Options.

(iii)​ ​If the Borrower elects to continue thea Term Loan under the LIBORSOFR Rate OptionLoan but fails to select a new Interest Period to apply thereto, then a one month Interest Period automatically shall apply.

(c)(iv)​ ​If the Borrower fails to duly request the continuation under the LIBORof any Borrowing consisting of Term SOFR Rate OptionLoans or the Quoted Rate OptionLoans on or before the date specified and otherwise in accordance with the provisions of this Section 2.3, then the Interest Rate Option automatically shall be converted to the Base Rate Option.

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(d)Quoted Rate Loan. There shall only be one (1) Quoted Rate Period in effect at any time.

2.4Making of the Term Loan.

(a)Notifications and Payments. Prior to the Closing Date, the Administrative Agent shall notify the Lenders of the apportionment among the Lenders of the Term Loan as determined by the Administrative Agent in accordance with this Section 2.4. Each applicable Lender shall remit the principal amount of their Pro Rata Share of the Term Loan to the Administrative Agent such that the Administrative Agent is able to, and the Administrative Agent shall, to the extent the Lenders have made funds available to it for such purpose and subject to the terms and conditions of Section 2.1 fund the Term Loan to the Borrower in U.S. Dollars and immediately available funds to the Borrower’s account specified in the Loan Request prior to 2:00 p.m. on the Closing Date.

(b)Pro Rata Treatment of Lenders. The aggregate amount of the Term Loan shall be allocated to each Lender according to such Lender’s Pro Rata Share thereof, and each selection of or conversion to any Interest Rate Option and each payment or prepayment by the Borrower with respect to principal and interest due from the Borrower hereunder to the Lenders shall (except as otherwise may be provided with respect to a Defaulting Lender and except as provided in Section 3.1 or Section 3.6) be payable ratably among the Lenders in accordance with the amount of principal and interest then due or payable such Lenders as set forth in this Agreement.

(c)Presumptions by the Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed Closing Date that such Lender will not make available to the Administrative Agent such Lender’s share of the Term Loan, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.1, and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the Term Loan available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i)  in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the Borrower, the interest rate then applicable under the Base Rate Option. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. If the Borrower and such Lender pay such interest for the same period, the Administrative Agent promptly shall remit to the Borrower the amount of interest paid by Borrower for such overlapping period. Nothing in this Section 2.4(c)2.4(c) or elsewhere in this Agreement or the other Loan Documents, including the provisions of Section 2.14,2.11, shall be deemed to require the Administrative Agent (or any other Lender) to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights that the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.

2.5Fees. The Borrower agrees to pay to the Administrative Agent such fees as agreed to in the Fee Letter.

2.6Notes. The obligation of the Borrower to repay the aggregate unpaid principal amount of the portion of the Term Loan made to it by each Lender, together with interest thereon, shall, at the request

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of the applicable Lender, be evidenced by a Term Loan Note dated as of the Closing Date payable to the order of such Lender in a face amount equal to the Term Loan Commitment of such Lender. The Borrower hereby unconditionally promises to pay, to the order of each of the Lenders and the Administrative Agent, as applicable, the Term Loan and other Obligations as provided in this Agreement and the other Loan Documents.

2.7Payments.

(a)Payments Generally. All payments and prepayments to be made in respect of principal, interest, and fees referred to in Section 2.5 or other fees or amounts due from the Borrower hereunder shall be payable prior to 11:00 a.m. on the date when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrower, and without set-off, counterclaim or other deduction of any nature, and an action therefor shall immediately accrue. Such payments shall be made to the Administrative Agent at the Principal Office for the account of Lenders to which they are owed, in each case in U.S. Dollars and in immediately available funds. The Administrative Agent shall promptly distribute such amounts to the applicable Lenders in immediately available funds. The Administrative Agent’s and each Lender’s statement of account, ledger or other relevant record shall, in the absence of manifest error, be conclusive as the statement of the amount of principal of and interest on the Term Loan and other amounts owing under this Agreement and shall be deemed an “account stated.”

(b)Payments by the Borrower; Presumptions by the Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders, as the case maybemay be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

2.8Interest Payment Dates. If all or a portion of the Term Loan is subject to the Base Rate Option or Daily Simple SOFR Rate Option, interest on such portion of the Term Loan shall be due and payable in arrears on each applicable Interest Payment Date. If all or a portion of the Term Loan is subject to the LIBORTerm SOFR Rate Option, interest on such portion of the Term Loan shall be due and payable (a) on the last day of each Interest Period for such portion of the Term Loan and, if such Interest Period is longer than three (3) months, also on the date that is the three-month anniversary of the first day of such Interest Period., and (b) on the Maturity Date. If all or a portion of the Term Loan is subject to the Quoted Rate Option, interest on such portion of the Term Loan shall be due and payable on the last day of the Quoted Rate Period for such portion of the Term Loan and on each Interest Payment Date within such Quoted Rate Period. Interest on mandatory prepayments of principal under Section 2.10 shall be due on the date such mandatory prepayment is due. Interest on the principal amount of the Term Loan or other monetary Obligation shall be due and payable on demand after such principal amount or other monetary Obligation becomes due and payable (whether on the stated Maturity Date, upon an accelerated Maturity Date or otherwise).

2.9Voluntary Prepayments and Reduction of Commitments.

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(a)Right to Prepay. The Borrower shall have the right at its option from time to time to prepay the Term Loan in whole or part without premium or penalty. (except as provided in Sections 3.1, 3.5 and 11.3). Whenever the Borrower desires to prepay any part of the Term Loan, it shall provide a prepayment notice to the Administrative Agent by 11:00 a.m. at least (A) three (3) U.S. Government Securities Business Days prior to the date of prepayment if all or such portion of theof Term Loan is subject to the LIBORSOFR Rate Option or the Loans or Daily Simple SOFR Rate Loans, (B) three (3) Business Days prior to the date of prepayment of Quoted Rate OptionLoans or (B) C) one (1) Business Day prior to the date of prepayment if all or such portion of the Term Loan is subject to theof Base Rate OptionLoans, setting forth the following information:

(i)the date, which shall be a Business Day, on which the proposed prepayment is to be made; and

(ii)the total principal amount of such prepayment, which shall not be less than the lesser of the following: (A) the then outstanding principal amount of the Term Loan, or (B) $10,000,000 (provided, that the amount of any prepayment to which this Section 2.9(a)(iii)(B)2.9(a)(ii)(B) applies shall be in integral multiples of $1,000,000).

(b)​ ​Except as otherwise expressly provided herein with respect to refinancings, all prepayment notices shall be irrevocable. The principal amount of the Term Loan to be prepaid, together with interest on such principal amount, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. All prepayments of the Term Loan permitted pursuant to this Section 2.9 shall be applied to the unpaid installments of principal of the Term Loan as the Borrower may direct. Any prepayment hereunder shall include all interest and fees due and payable with respect to the Term Loan and shall be subject to the Borrower’s Obligation to indemnify the Lenders under Sections 3.1, 3.5 and 11.3).. Notwithstanding the foregoing, any prepayment notice delivered in connection with any proposed refinancing of all of the Term Loan Facility may be, if expressly so stated in the applicable prepayment notice, contingent upon the consummation of such refinancing, and (i) the repayment date therefor may be amended from time to time by notice from the Borrower to the Administrative Agent and/or (ii) such prepayment notice may be revoked by the Borrower in the event such refinancing is not consummated (provided that the failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 3.5).3.1, 3.5 and 11.3).  If the Borrower fails to specify the portion of the Term Loan that the Borrower intends to prepay or an Event of Default has occurred and is continuing, then such prepayment shall be applied first, ratably to all outstanding Base Rate Loans, second, ratably to all outstanding Daily Simple SOFR Rate Loans and third, ratably to all outstanding Term SOFR Rate Loans and Quoted Rate Loans.

2.10Mandatory Prepayments.

(a)Disposition of Assets. (i) If no Event of Default has occurred and is continuing, not later than 365 days following any Disposition permitted under Section 7.7(g)7.7(g) or any other Disposition not expressly permitted by Section 7.7, the Borrower shall prepay Obligations in an aggregate amount equal to 100% of the Net Cash Proceeds of such Disposition to the extent the aggregate amount of such Net Cash Proceeds (excluding Net Cash Proceeds of less than $10,000,000 received from any Disposition or series of related Disposition) exceed $150,000,000 during any fiscal year, and (ii) if an Event of Default has occurred and is continuing, not later than one (1) Business Day following any Disposition permitted under Section 7.7(g)7.7(g) or any other Disposition not expressly permitted by Section 7.7, the Borrower shall prepay Obligations in an aggregate amount equal to 100% of the Net Cash Proceeds of such Disposition to the extent the

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aggregate amount of such Net Cash Proceeds (excluding Net Cash Proceeds of less than $10,000,000 received from any Disposition or series of related Disposition) exceed $150,000,000 during any fiscal year. Notwithstanding anything herein to the contrary, no such mandatory prepayment shall constitute or be deemed to constitute a cure of any Default or Event of Default arising as a result of the Disposition giving rise to such prepayment obligation. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent the Parent designates such Net Cash Proceeds to purchase assets (or to fund an Acquisition, the target of which has assets) used or useful in the business of the Loan Parties or a Subsidiary of a Loan Party within 365 days after the receipt of such Net Cash Proceeds and such Net Cash Proceeds are used for such purpose within 365 days after such designation; provided that the Borrower notifies the Administrative Agent in writing of such Loan Party’s intent to reinvest and of the completion of such reinvestment at the time such Net Cash Proceeds are designated for reinvestment and when such reinvestment occurs, respectively.

(b)Casualty Events. (i) If no Event of Default has occurred and is continuing, not later than 365 days following the receipt by any Loan Party of the proceeds of insurance, condemnation award, or other compensation in respect of any Casualty Event or series of related Casualty Events affecting any property of any Loan Party, the Borrower shall prepay or cause such other Loan Party to prepay Obligations in an aggregate amount equal to 100% of the Net Cash Proceeds of such Casualty Event(s) not theretofore applied to the repair or replacement of such property to the extent such non-applied proceeds exceed $100,000,000 during any fiscal year, and (ii) if an Event of Default has occurred and is continuing, not later than one (1) Business Day following the receipt by any Loan Party of the proceeds of insurance, condemnation award, or other compensation in respect of any Casualty Event or series of related Casualty Events affecting any property of any Loan Party, the Borrower shall prepay or cause such other Loan Party to prepay Obligations in an aggregate amount equal to 100% of the Net Cash Proceeds of such Casualty Event(s). Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent the Parent designates the Net Cash Proceeds of such Casualty Event to be applied to repair, replace or purchase assets (or to fund an Acquisition, the target of which has assets) used or useful in the business of the Loan Parties or a Subsidiary of the Loan Parties within 365 days of the receipt of such Net Cash Proceeds and such Net Cash Proceeds are used for such purpose within 365 days after such designation; provided that the Borrower notifies the Administrative Agent in writing of such Loan Party’s intent to reinvest and of the completion of such reinvestment at the time such Net Cash Proceeds are designated for reinvestment and when such reinvestment occurs, respectively.

(c)Equity Issuances. Immediately upon any Equity Issuance other than Equity Issuances expressly permitted under clauses (a) and (b) of Section 7.12, the Borrower shall prepay Obligations in an aggregate amount equal to 100% of the Net Cash Proceeds of such Equity Issuance, provided that, notwithstanding the foregoing, the Borrower shall not be required to make a prepayment under this clause (c) to the extent that (i) the Borrower advises the Administrative Agent at the time of the relevant event that it intends to use such Net Cash Proceeds to finance one or more Acquisitions in accordance with Section 7.6, (ii) such Net Cash Proceeds are held by the Borrower in a segregated investment or other account until so used to finance one or more acquisitions as contemplated above, and (iii) such Net Cash Proceeds are in fact so applied to such acquisition(s) within 30 days of such event or applied to the prepayment of Commitments as provided above.

(d)Debt Incurrence. Immediately upon the receipt of the Net Cash Proceeds of any Debt Incurrence, other than a Debt Incurrence permitted under Section 7.1, the Borrower shall prepay Obligations in an amount equal to 100% of the amount of such Net Cash Proceeds.

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Notwithstanding anything herein to the contrary, any such prepayment shall not constitute or be deemed to be a cure of any Default or Event of Default arising as a result of such Debt Incurrence.

(e)Application of Prepayments. All prepayments pursuant to this Section 2.10 shall be applied to prepay the remaining scheduled installments of principal of the Term Loan as the Borrower may direct.

(f)Interest Payments; Application Among Interest Rate Options. All prepayments pursuant to this Section 2.10 shall be accompanied by accrued and unpaid interest upon the principal amount of each such prepayment. In accordance with Section 3.5Subject to Section 2.10(e), all prepayments required pursuant to this Section 2.10 shall first be applied to Base Rate Loans, then to Daily Simple SOFR Rate Loans, and then ratably to Term SOFR Rate Loans and Quoted Rate Loans.  In accordance with Section 3.5, the Borrower shall indemnify the Lenders for any loss or expense, including loss of margin, incurred with respect to any such prepayments applied against the Term Loan if the Term Loan is subject to the LIBOR Rate Option or Quoted Rate Option(other than a Base Rate Loan) on any day other than the last day of the applicable Interest Period or Quoted Rate Period, as applicable.

2.11Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff, counterclaim or banker’s lien, by receipt of voluntary payment, or by any other non-pro rata source or otherwise, obtain payment in respect of any principal of or interest on its Pro Rata Share of the Term Loan or other Obligations hereunder resulting in such Lender receiving payment of a proportion of the aggregate amount of the Term Loan and accrued interest thereon or other such obligations greater than its Pro Rata Share of the amount such Lender is entitled hereunder, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Term Loan and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Pro Rata Share of the Term Loan and other amounts owing them, provided that:

(a)if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest other than interest or other amounts, if any, required by Law (including court order) to be paid by the Lender or the holder making such purchase; and

(b)the provisions of this Section 2.11 shall not be construed to apply to (x) any payment (including the application of funds arising from the existence of a Defaulting Lender) made by the Loan Parties pursuant to and in accordance with the express terms of the Loan Documents or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in its Pro Rata Share of the Term Loan to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.11 shall apply).

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of each Loan Party in the amount of such participation. This Section 2.11 shall not apply to any action taken by any Farm Credit Lender with respect to any Farm Credit Equities held by the Borrower, including pursuant to Section 2.132.13 or Section 9.2(c)9.2(c).

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2.12Defaulting Lenders.

(a)Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(i)Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders.

(ii)Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article IX or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.2(c)9.2(c) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; third, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and fourth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(b)Defaulting Lender Cure. If the Borrower and the Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

2.13CoBank Capital Plan.

(a)Each party hereto acknowledges that the bylaws and capital plan (as each may be amended from time to time) of each Farm Credit Lender shall govern (i) the rights and obligations of the parties with respect to the Farm Credit Equities and any patronage refunds or other distributions made on account thereof or on account of the Borrower’s patronage with such Farm Credit Lender, (ii) the Borrower’s eligibility for patronage distributions from each Farm Credit Lender (in the form of equities and cash) and (iii) patronage distributions, if any, in the event of a sale of a participation interest.

(b)Each party hereto acknowledges that pursuant to the Farm Credit Act of 1971 (as amended or otherwise modified from time to time) each applicable Farm Credit Lender has a

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statutory first Lien on its Farm Credit Equities, as the case may be, that the Borrower may now own or hereafter acquire, which statutory Lien shall be for each applicable Farm Credit Lender’s sole and exclusive benefit. Notwithstanding anything herein or in any other Loan Document to the contrary, the Farm Credit Equities shall not constitute security for the Obligations due to any other Lender. To the extent that any of the Loan Documents create a Lien on the Farm Credit Equities of the applicable Farm Credit Lender or on patronage accrued by the applicable Farm Credit Lender for the account of the Borrower or proceeds thereof, such Lien shall be for each applicable Farm Credit Lender’s sole and exclusive benefit and shall not be subject to pro rata sharing hereunder. Neither the Farm Credit Equities nor any accrued patronage thereon shall be offset against the Obligations, except that, in the event of an Event of Default, each applicable Farm Credit Lender may elect to apply the cash portion of any patronage distribution or retirement of equity to amounts owed to such Farm Credit Lender under this Agreement, whether or not such amounts are currently due and payable. The Borrower acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the Borrower. No applicable Farm Credit Lender shall have any obligation to retire its Farm Credit Equities at any time, including during the continuance of any Default or Event of Default, either for application to the Obligations or otherwise.

IIIINCREASED COSTS; TAXES; ILLEGALITY; INDEMNITY

3.1Increased Costs.

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

(i)impose, modify or deem applicable any reserve, (including pursuant to regulations issued from time to time by the Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D)), special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Adjusted LIBOR Rate);;

(ii)subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (ii) through (iv) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its portion of the Term Loan, Commitment, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii)impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or any portion of the Term Loan made by such Lender;

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

(b)Capital Requirements. If any Lender determines that any Change in Law affecting

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such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Term Loan made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender, as the case may be, such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c)Certificates for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in this Section 3.1, together with the computation thereof in reasonable detail, and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

(d)Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.1 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 3.1 for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).

3.2Taxes.

(a)Payments Free of Taxes. Any and all payments by or on account of any obligation of Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable Law. If any applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.2) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b)Payment of Other Taxes by the Borrower. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(c)Indemnification by the Borrower. The Loan Parties shall jointly and severally indemnify each Recipient, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.2) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with

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respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability, together with the computation thereof in reasonable detail, delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender shall be conclusive absent manifest error. Each of the Loan Parties shall, and does hereby agree to, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.2(d)3.2(d) below.

(d)Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the applicable Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.8 relating to the maintenance of a Participant Register 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 Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability, together with the computation thereof in reasonable detail, delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (d).

(e)Evidence of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 3.2, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(f)Status of Lenders.

(i)Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in 3.2(f)(ii)(A), (f)(ii)(B)Sections 3.2(f)(ii)(A), 3.2(f)(ii)(B) and (f)(ii)(D)3.2(f)(ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice

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the legal or commercial position of such Lender.

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

(A)any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender 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 copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower 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 treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

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

(3)in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a Tax Compliance Certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” as described in Section 881(c)(3)(C) of the Code and (y) executed originals of IRS Form W-8BEN; or

(4)to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a Tax Compliance Certificate 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 copies

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as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower or the Administrative Agent to 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 to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(g)Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 3.2 (including by the payment of additional amounts pursuant to this Section 3.2), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 3.2 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

3.3Illegality. If any Lender determines that any Change in Law has made it unlawful for any

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Lender to make, maintain or fund the Term Loan under the LIBOR Rate Option, or to determine or charge interest rates based upon the LIBOR Rate Option, or if any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on written notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue the Term Loan based upon the LIBOR Rate Option or to convert from the Base Rate Option or Quoted Rate Option to the LIBOR Rate Option shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist.  Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert from the LIBOR Rate Option to the Base Rate Option, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain the Term Loan under the LIBOR Rate Option to such day, or immediately, if such Lender may not lawfully continue to maintain the Term Loan under the LIBOR Rate Option. Upon any such prepayment or conversion, the Borrower shall also pay accrued and unpaid interest and all other amounts payable by Borrower under this Agreement on the amount so prepaid or converted.

. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund any Borrowings (other than Base Rate Loans) or to determine or charge interest based upon any Benchmark, then, upon notice thereof by such Lender to the Borrower (through the Administrative Agent), (x) any obligation of the Lenders to make such Borrowings, and any right of the Borrower to continue such Borrowings or to convert Base Rate Loans to such Borrowings, shall be suspended, and (y) if necessary to avoid such illegality, the interest rate on the Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate”, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist.  Upon receipt of such notice,

3.4LIBOR Rate Option Unavailable; Interest After Default; LIBOR Replacement Rate.

(a)​ ​Adjusted LIBOR Rate Unavailable. Ifthe Borrower shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all such Borrowings to Base Rate Loans (if necessary to avoid such illegality, the interest rate on the Base Rate Loans of such Lender shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate”),

(i)​ ​if such portion of the Term Loan is not subject to an Interest Period, immediately, or

(ii)​ ​if such portion of the Term is subject to an Interest Period, on the last day of the Interest Period therefor, if all affected Lenders may lawfully continue to maintain such Borrowings to such day, or immediately, if any Lender may not lawfully continue to maintain such Borrowings to such day, and

(b)​ ​if necessary to avoid such illegality, the Administrative Agent shall during the period of such suspension compute the Base Rate without reference to clause (c) of the definition of “Base Rate,”

in each case until the Administrative Agent is advised in writing by each affected Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon such Benchmark.  Upon any such prepayment or conversion, the Borrower shall also pay accrued and unpaid interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.5.

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3.4​ ​Inability to Determine Rate; Cost; Interest After Default.

(a)prior to the commencement of any Interest Period proposed to be subject to the LIBOR Rate Option:

(a)​ ​Inability to Determine Rate; Cost. Subject to Section 3.7, if, on or prior to the commencement of any Interest Period (or, in the case of any Benchmark that is not subject to an Interest Period, on any Business Day):

(i)the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that either Dollar deposits are not being offered to banks in the London interbank LIBOR Rate market or that adequate and reasonable means do not exist for ascertaining the Adjusted LIBOR Rate for such Interest Periodfor any reason (other than a Benchmark Transition Event) any Benchmark cannot be determined pursuant to the definition thereof;

(ii)the Required Lenders determine (which determination shall be conclusive and binding absent manifest error) that the Adjusted LIBOR Rate for such Interest Period will not adequately and fairly reflect the cost to the lenders of making or maintaining the Term Loan for such Interest Period; or

(ii)​ ​the Required Lenders determine that for any reason in connection with any request for any portion of the Term Loan that is subject to an Interest Period or a conversion thereto or a continuation thereof that the Benchmark for any requested Interest Period with respect to a proposed Borrowing does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Borrowings, and the Required Lenders have provided notice of such determination to the Administrative Agent; or

(iii)the LIBOR Scheduled Unavailability Date has occurred;

(iii)​ ​the Required Lenders determine that for any reason in connection with any request for any Borrowing that is not subject to an Interest Period (other than a Base Rate Loan) or a conversion thereto or a continuation thereof or the maintaining thereof that the Benchmark with respect to a proposed Borrowing or outstanding Borrowing does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Borrowings, and the Required Lenders have provided notice of such determination to the Administrative Agent,

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders as promptly as practicable thereafter and,.

Upon notice thereof by the Administrative Agent to the Borrower,

until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (x)

(1)​ ​any obligation of the Lenders to make such Borrowings that are subject to an Interest Period, and any right of the Borrower to continue such Borrowings or to convert to such Borrowings, shall be suspended (to the extent of the affected Borrowings or affected Interest Periods) until the Administrative Agent (with respect to clause (i), at the instruction of the Required Lenders) revokes such notice;

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any request to convert from the Base Rate Option or the Quoted Rated Option to, or continue under the LIBOR Rate Option shall be ineffective, and (y) the

(2)​ ​any obligation of the Lenders to make or maintain such Borrowings that are not subject to an Interest Period (other than Base Rate Loans), and any right of the Borrower to continue such Borrowings or to convert to such Borrowings (other than Base Rate Loans), shall be suspended (to the extent of the affected Borrowings) until the Administrative Agent (with respect to clause (iii), at the instruction of the Required Lenders) revokes such notice;

Base Rate Option shall apply

(3)​ ​the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of such Borrowings (to the extent of the affected Borrowings or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein;

to the Term Loan upon the expiration of the Interest Period applicable thereto

(4)​ ​any outstanding affected Borrowings will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period (or if such Borrowings are not subject to an Interest Period, immediately) and, upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 3.5; and

(5)​ ​in the case of any such notice under Section 3.4(a)(i) regarding any Benchmark used as a component of the Base Rate, such component will not be used in any determination of Base Rate Loans until such notice is revoked.

(b)Default Rate. To the extent permitted by Law, immediately upon the occurrence and during the continuation of an Event of Default under clause (a) or (k) of Section 9.1, or immediately after written demand by the Required Lenders to the Administrative Agent after the occurrence and during the continuation of any other Event of Default, then the principal amount of all Obligations shall bear interest at the Default Rate. The Borrower acknowledges that the increase in rates referred to in this Section 3.4(b)3.4(b) reflects, among other things, the fact that the Term Loan or other amounts have become a substantially greater risk given their default status and that the Lenders are entitled to additional compensation for such risk; and all such interest shall be payable by the Borrower upon demand by the Administrative Agent.

(c)LIBOR Replacement Rate. Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, but without limiting Section 3.4(a) above, if the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto absent manifest error), or the Borrower or the Required Lenders notify the Administrative Agent (with in the case of the Required Lenders, a copy to the Borrower) that the Borrower or the Required Lenders (as applicable) shall have determined (which determination likewise shall be final and conclusive and binding upon all parties hereto absent manifest error), that (i) the circumstances described in Section 3.4(a)(i) or (a)(ii) have arisen and that such circumstances are unlikely to be temporary, (ii) the relevant administrator of the LIBOR Rate or a Governmental Authority having or purporting to have jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Rate shall no

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longer be made available, or used for determining interest rates for loans (such specific date, the “LIBOR Scheduled Unavailability Date”), or (iii) syndicated credit facilities among national and/or regional banks active in leading and participating in such facilities currently being executed, or that include language similar to that contained in this Section 3.4(c), are being executed or amended (as applicable) to incorporate or adopt a new interest rate to replace the LIBOR Rate for determining interest rates for loans in the applicable currency, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace the LIBOR Rate with an alternate rate of interest, giving due consideration to any evolving or then existing convention for similar Dollar denominated syndicated credit facilities for such alternative rates of interest (any such proposed rate, a “LIBOR Replacement Rate”), and make such other related changes to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 3.4(c) (provided, that any definition of the LIBOR Replacement Rate shall specify that in no event shall such LIBOR Replacement Rate be less than zero for purposes of this Agreement) and any such amendment shall become effective at 5:00 p.m. (Denver, Colorado time) on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment and specifying the specific provisions to which they object. The LIBOR Replacement Rate shall be applied in a manner consistent with market practice; provided that, in each case, to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBOR Replacement Rate shall be applied as otherwise reasonably determined by the Administrative Agent (it being understood that any such modification to application by the Administrative Agent made as so determined shall not require the consent of, or consultation with, any of the Lenders). For the avoidance of doubt, the parties hereto agree that unless and until a LIBOR Replacement Rate is determined and an amendment to this Agreement is entered into to effect the provisions of this Section 3.4(c), if the circumstances under clauses (i) and (ii) of this Section 3.4(c) exist, the provisions of Section 3.4(a) shall apply.

(d)Cost of Funds True Up. On the date that is five years after the Closing Date (the “Reset Date”), the Administrative Agent (i) shall determine the difference (in basis points), if any, between the Reset Date Cost of Funds (as defined below) as of such Reset Date and the Closing Date Cost of Funds (as defined below) and (ii) thereafter shall promptly notify the Lenders and the Borrower of such difference by delivering a certificate in substantially the form of Exhibit F (or in such other form as is mutually acceptable to the Administrative Agent and the Borrower). The LIBOR Rate (as otherwise determined in accordance with the definition thereof) for any Interest Period shall be increased or decreased, as applicable, by the amount of such difference (in a like amount of basis points), which increase or decrease shall commence from and as of such Reset Date and shall remain in effect until the Maturity Date; provided that in no event shall the LIBOR Rate for any Interest Period be reduced below zero. As used in this Section 3.4(d):

Closing Date Cost of Funds” means, as of the Closing Date, 8 basis points, which is the amount by which (x) the Floating Note Rate differs from (y) the LIBOR Rate for an Interest Period of one month, in each case determined as of the date that is two Business Days prior to the Closing Date.

Floating Note Rate” means, as of any date of determination, the estimated funding cost (not the actual sale price), including standard underwriting fees, for new five-year debt securities issued by the Farm Credit Funding Corporation into the primary market based on market observations on such date indicated at approximately 9:30 a.m.,

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Eastern time; it being understood that such indications represent the Farm Credit Funding Corporation’s best estimate of the cost of new debt issuances based on a combination of daily surveys of selected farm credit selling group members (participating bond dealers) and ongoing monitoring of the fixed income markets for actual, recent, primary market issuance by other government-sponsored institutions of similar bonds and notes and pricing within related derivative markets, particularly the interest rate swap market. Historical information on such funding costs is available, for the prior week, on the Farm Credit Funding Corporation’s website (http://www.farmcreditfunding.com/ffcblive/ fundingCostIndex.html) under the “Output” tab of the most recent spreadsheet.

Reset Date Cost of Funds” means, as of any Reset Date, the amount (in basis points and which amount shall be set forth as a negative number if the amount in the following clause (x) is less than the amount in the following clause (y)), if any, by which (x) the Floating Note Rate differs from (y) the LIBOR Rate for an Interest Period of one month, in each case determined as of the date that is two Business Days prior to such Reset Date.

By way of example, assuming the Closing Date Cost of Funds is 15 basis points, (A) if the Reset Date Cost of Funds as of a Reset Date is 35 basis points, then the LIBOR Rate for any Interest Period shall be increased by 20 basis points

commencing from and as of such Reset Date, and (B) if the Reset Date Cost of Funds as of a Reset Date is 5 basis points (i.e., the Floating Note Rate is 5 basis points less than the LIBOR Rate for an Interest Period of one month, in each case as of such Reset Date), then the LIBOR Rate shall be decreased (but not below zero) by 20 basis points commencing from and as of such Reset Date.

3.5Indemnity. Upon demand of any Lender (with a copy to the Administrative Agent and showing the computation thereof in reasonable detail) from time to time, if the Term Loan is or has been subject to the LIBOR Rate Option, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense attributable to or incurred by it as a result of:

(a)any continuation, conversion, payment or prepayment of the Term Loanany Borrowings that is subject to an Interest Period or a Quoted Rate Period on a day other than the last day of the Interest Period or Quoted Rate Period, as applicable, for the Term Loan (or any portion of the Term Loan)for such Borrowings (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b)any failure by the Borrower (for a reason other than the failure of such Lender to make its share of the Term Loana Borrowing) to prepay, borrow, continue or convert the Term Loanany Borrowing subject to an Interest Period or a Quoted Rate Period on the date or in the amount notified by the Borrower; or

(c)​ ​any assignment of any portion of the Term Loan subject to an Interest Period or a Quoted Rate Period on a day other than the last day of the applicable Interest Period or Quoted Rate Period, as applicable, therefor as a result of a request by the Borrower pursuant to Section 3.6 3.6;

(c)including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain the Term Loan or from any fees payable to terminate the deposits from which such funds were obtained..  The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.5 if the

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Term Loan is subject to the LIBOR Rate Option, each Lender shall be deemed to have funded the Term Loan at the LIBOR Rate by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not the Term Loan was in fact so funded.

3.6Mitigation Obligations; Replacement of Lenders.

(a)Designation of a Different Lending Office. If any Lender requests compensation under Section 3.1, or requires any Loan Party to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.2, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Pro Rata Share of the Term Loan hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.1 or Section 3.2, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b)Replacement of Lenders. If any Lender requests compensation under Section 3.1, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.2 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.6(a)3.6(a) above or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.8), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.1 or 1.2) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, 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 11.8;

(ii)such Lender shall have received payment of an amount equal to the outstanding principal of its Pro Rata Share of the Term Loan, accrued interest thereon, accrued fees and all 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 of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

(iii)in the case of any such assignment resulting from a claim for compensation under Section 3.1 or payments required to be made pursuant to Section 3.2, such assignment will result in a reduction in such compensation or payments thereafter;

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

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

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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, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

3.7Benchmark Replacement Setting. Notwithstanding anything to the contrary herein or in any other Loan Document (and, for the avoidance of doubt, any Hedge Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 3.7:

(a)​ ​Replacing Benchmarks.  Upon a date and time determined by the Administrative Agent as to any Benchmark which date shall be no later than the occurrence of a Benchmark Transition Event with respect to such Benchmark, the applicable Benchmark Replacement will replace the applicable then-current Benchmark for all purposes hereunder and under any Loan Document in respect of any setting of such Benchmark at or after 3:00 p.m. on the fifth Business Day after the date notice of such Benchmark Replacement is provided to the affected Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from the Required Lenders.  At any time that the administrator of the applicable then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be not representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, the Borrower may revoke any request for a borrowing of, conversion to or continuation of Borrowings to be made, converted or continued that would bear interest by reference to such Benchmark until the Borrower’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans. During the period referenced in the foregoing sentence, the component of the Base Rate based upon such Benchmark (if any) will not be used in any determination of the Base Rate.

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

(c)​ ​Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement, and (ii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement.  The Administrative Agent will notify the Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to Section 3.7(d).  Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 3.7, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto or any other Loan Document, except, in each case, as expressly required pursuant to (or in the definition of any terms used in) this Section 3.7.

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(d)​ ​Unavailability of Tenor of Benchmark. At any time (including in connection with the implementation of a Benchmark Replacement), (i) if the applicable then-current Benchmark is a term rate (including the Term SOFR Rate), then the Administrative Agent may remove any tenor of such Benchmark that is unavailable or non-representative for Benchmark (including Benchmark Replacement) settings and (ii) the Administrative Agent may reinstate any such previously removed tenor for such Benchmark (including any applicable Benchmark Replacement) settings.

3.73.8​ ​Survival. Each party’s obligations under this Article 2.13(a)III shall survive the resignation of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

IVCONDITIONS PRECEDENT TO CLOSING

The obligation of each Lender to make the Term Loan at the Closing Date, or on such subsequent date as the parties may agree, is subject to the performance by each of the Loan Parties of its Obligations to be performed hereunder at or prior to the making of the Term Loan and to the satisfaction of the following further conditions:

4.1Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent:

(a)a certificate of each of the Loan Parties signed by a Compliance Officer of each such Loan Party, dated the Closing Date stating that (i) all representations and warranties of the Loan Parties set forth in this Agreement (including without limitation the representation as to solvency of the Loan Parties set forth in Section 5.18 and the representation as to litigation set forth in Section 5.9), are true and correct in all material respects as of such date (unless such representations and warranties relate to another specific date, in which event they are true and correct in all material respects as of such other specific date), (ii) the Loan Parties are in compliance with each of the covenants and conditions hereunder, (iii) no Event of Default or Default exists, and (iv) no Material Adverse Change has occurred since the date of the last audited financial statements of the Parent delivered to the Administrative Agent;

(b)a certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (i) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (ii) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (iii)  copies of its Organizational Documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office (if so filed or required to be so filed) together with certificates from the appropriate state officials as to the continued existence and good standing or existence (as applicable) of each Loan Party in each state where organized and in which it maintains its chief executive office;

(c)this Agreement and each of the other Loan Documents signed by an Authorized Officer;

(d)customary written opinions of counsel for the Loan Parties, duly executed (including any local counsel, if applicable), dated the Closing Date and in form and substance reasonably acceptable to the Administrative Agent;

(e)evidence that adequate insurance required to be maintained under this Agreement

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is in full force and effect;

(f)a duly completed Compliance Certificate as of June 30, 2018, signed by a Compliance Officer of Parent;

(g)a duly completed, executed Loan Request, including notice of election as to Interest Periods or Quoted Rate Periods (if applicable);

(h)evidence that the Borrower has made a minimum equity investment of in each Farm Credit Lender as required under Section 6.9;

(i)all material governmental and third-party consents required to effectuate the transactions contemplated hereby;

(j)[reserved];

(k)a Lien search with respect to the Borrower and each other Loan Party, in scope satisfactory to the Administrative Agent and with results showing no Liens other than Permitted Liens and otherwise satisfactory to the Administrative Agent;

(l)an executed direction to pay proceeds letter with respect to any proceeds of the Term Loan being disbursed to third parties;

(m)such financial statements, budgets, forecasts and other financial information as to the Loan Parties as the Administrative Agent or any other Lender may have reasonably required prior to the Closing Date;

(n)at least five (5) Business Days prior to the Closing Date, all documentation and other information requested by (or on behalf of) the Administrative Agent or any Lender in order to comply with requirements of applicable Anti-Terrorism Laws or Anti-Corruption Laws, including, without limitation, the USA PATRIOT Act and a Beneficial Ownership Certification in relation to the Borrower; and

(o)such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

4.2Payment of Fees. The Borrower shall have paid all fees and expenses payable on or before the Closing Date or such subsequent date as the parties may agree (to the extent then invoiced) as required by this Agreement, the Fee Letter or any other Loan Document.

VREPRESENTATIONS AND WARRANTIES

The Loan Parties, jointly and severally, represent and warrant to the Administrative Agent and each of the Lenders as follows: