Common use of Bid Rate Loans Clause in Contracts

Bid Rate Loans. In the event the Company desires a Bid Rate Loan, it shall notify each of the Banks of such fact by 11:00 a.m. Eastern time on the date such Loan is proposed to be made. Such notice shall be in the form of Exhibit A or by telephone confirmed in writing in the form of Exhibit A and shall specify the amount of the Loan and the proposed maturity date for such Loan, which maturity date shall not in any event exceed the date which is two hundred seventy (270) days from the date of the making of such Bid Rate Loan (the "Bid Rate Maturity Date"). If the Company desires more than one Bid Rate Loan with different Bid Rate Maturity Dates, it may so request in its notice. However, the maximum number of amounts and Bid Rate Maturities for which bids may be sought on any day may not exceed five and the Company may not solicit bids from the Banks for Bid Rate Loans more than three times per week. In the event a Bank, in its sole discretion in each instance, desires to bid on one or more of the Bid Rate Loans or on a part of one or more of such Loans, it shall, on or before 11:45 a.m. Eastern time on the day that a Bid Rate Loan is to be made notify the Company of such fact in the form attached hereto as Exhibit B or by telephone confirmed in writing in the form of Exhibit B. No Bank may bid more than three times per week. With respect to Bid Rate Loans, no Bank may bid an amount which exceeds the projected aggregate Unused Commitments of all of the Banks, calculated as provided in Section 2.01. The Company shall disregard any quote which is received late. If the Company desires to accept one or more of the bids, it shall furnish notice of such fact to the Bank or Banks that made the bids that were accepted by the Company by 12:30 p.m. Eastern time on the day the bids were made. Such notice shall be in the form of Exhibit C hereto or by telephone confirmed in writing in the form of Exhibit C, and a copy thereof shall be provided to the Administrative Agent provided that the copy submitted to the Administrative Agent shall not include bid rates or loan pricing information. The Interest Period may, at the Company's option, extend beyond the Termination Date provided that (i) no Bank is thereby required to extend the Termination Date or renew this Agreement and (ii) if any Bank does not, in its sole discretion, extend, renew, or otherwise continue its commitment on or before the Termination Date then the balance of all Bid Rate Loans made by the terminating Bank will be due and payable on the Termination Date and the Company will pay all costs relating to prepayment of Bid Rate Loans as set forth in Section 2.11. Notwithstanding the above, if any Bank gives the Company notice that the Bank does not intend to make Bid Rate Loans in excess of the Bank's Commitment then, until such time as the Bank rescinds such notice, the Company will not be required to notify the subject Bank with respect to Bid Rate Loans that would exceed the Bank's Commitment. The notice and rescission described in this paragraph must be in writing, substantially in the form of Exhibit D, and will be effective three (3) Business Days after receipt. All notices by the Company to any Bank provided for above shall be sent by facsimile or if agreed to by the recipient Bank, by e-mail to the e-mail address specified by such Bank, and shall be effective only upon receipt. Notices to the Banks shall be directed as provided in the Bank notice profile attached as Exhibit E. All notices by any Bank to the Company provided for above shall be sent by facsimile or by e-mail to the Company at the e-mail address specified on the signature page for the Company, and shall be effective only upon receipt. Not later than 3:00 p.m. Eastern time on the date (which must be a Business Day) a Loan is to be made: (i) each Bank, in the case of a Base Rate or LIBOR Loan, shall make available directly to the Company its share of the Loan; and (ii) the Bank or Banks whose bid(s) were accepted shall, in the case of Bid Rate Loans, make available directly to the Company the principal amount of the Bid Rate Loan which such Bank or Banks agreed to make. The Administrative Agent shall notify each Bank of its pro rata share of each Base Rate or LIBOR Loan. Such notice shall be given by facsimile no later than 1:00 p.m. Eastern time on, in the case of each Base Rate Loan, the date such Loan is to be made and, in the case of each LIBOR Loan, the date that is three Business Days prior to the date such Loan is to be made. Loans will be made available either by credit to an account maintained by the Company with the Bank or by wire transfer to: (a) such account or accounts as may be authorized on forms supplied by the Bank; or (b) in the absence of such authorization, to Crestar Bank, ABA No. 000000000, account of Southern States Cooperative, Incorporated Account No. 0000000 or such replacement account as the Company shall specify by notice to each of the Banks.

Bid Rate Loans. In (a) When Borrower has the event Credit Rating required by Section 2.01(c) and wishes to request offers from the Company desires a Banks to make Bid Rate LoanLoans, it shall notify each of the Banks of such fact by 11:00 a.m. Eastern time on the date such Loan is proposed deliver to be made. Such notice shall be Administrative Agent a request (a “Bid Rate Quote Request”) substantially in the form of Exhibit A or by telephone confirmed in writing in EXHIBIT F-1 so as to be received not later than 10:30 a.m. (New York time) on the form of Exhibit A and shall specify fourth Banking Day prior to the amount date for funding of the Loan and Bid Rate Loan(s) proposed therein, specifying: (1) the proposed maturity date for such Loan, which maturity date shall not in any event exceed the date which is two hundred seventy (270) days from the date of the making funding of such Bid Rate Loan Loan(s), which shall be a Banking Day; (2) the "Bid Rate Maturity Date"). If the Company desires more than one Bid Rate Loan with different Bid Rate Maturity Dates, it may so request in its notice. However, the maximum number of amounts and Bid Rate Maturities for which bids may be sought on any day may not exceed five and the Company may not solicit bids from the Banks for Bid Rate Loans more than three times per week. In the event a Bank, in its sole discretion in each instance, desires to bid on one or more aggregate amount of the Bid Rate Loans or on a part requested, which shall be at least Two Million Dollars ($2,000,000) and an integral multiple of one or more Five Hundred Thousand Dollars ($500,000); (3) the prepayment terms of such Loans, it shall, on or before 11:45 a.m. Eastern time on the day that a Bid Rate Loan is Loan(s), which, if not specified, shall have the same prepayment terms as Ratable Loans; and (4) the duration of the Interest Period(s) applicable thereto, subject to be made notify the Company provisions of such fact in the form attached hereto as Exhibit B or by telephone confirmed in writing in the form definition of Exhibit B. No Bank “Interest Period”. Borrower may bid request offers to make Bid Rate Loans for more than three times per week. With respect to one (1) Interest Period in a single Bid Rate Loans, no Bank Quote Request. No Bid Rate Quote Request may bid an amount which exceeds the projected aggregate Unused Commitments of all of the Banks, calculated as provided in Section 2.01. The Company shall disregard any quote which is received late. If the Company desires to accept one or more of the bids, it shall furnish notice of such fact to the Bank or Banks that made the bids that were accepted be submitted by the Company by 12:30 p.m. Eastern time on the day the bids were made. Such notice shall be in the form of Exhibit C hereto or by telephone confirmed in writing in the form of Exhibit C, and a copy thereof shall be provided to the Administrative Agent provided that the copy submitted to the Administrative Agent shall not include bid rates or loan pricing information. The Interest Period may, at the Company's option, extend beyond the Termination Date provided that Borrower (i) no Bank is thereby required to extend sooner than three (3) calendar days after the Termination Date or renew this Agreement submission of any other Bid Rate Quote Request and (ii) if any Bank does notfour other Bid Rate Quote Requests have been submitted by the Borrower in the same calendar month. (b) Promptly upon receipt of a Bid Rate Quote Request, Administrative Agent shall deliver to the Banks an invitation (an “Invitation for Bid Rate Quotes”) substantially in its sole discretionthe form of EXHIBIT F-2, extend, renew, or otherwise continue its commitment on or before which shall constitute an invitation by Borrower to the Termination Date then the balance of all Banks to submit Bid Rate Quotes offering to make Bid Rate Loans made by the terminating Bank will be due and payable on the Termination Date and the Company will pay all costs relating to prepayment of which such Bid Rate Loans as set forth Quote Request relates in accordance with this Section 2.11. Notwithstanding the above, if any 2.02. (1) Each Bank gives the Company notice that the Bank does not intend may submit a Bid Rate Quote containing an offer or offers to make Bid Rate Loans in excess response to any Invitation for Bid Rate Quotes. Each Bid Rate Quote must comply with the requirements of this paragraph (c) and must be submitted to Administrative Agent not later than 10:00 a.m. (New York time) on the third Banking Day prior to the proposed date of the Bank's Commitment then, until such time as Bid Rate Loan(s); provided that Bid Rate Quotes submitted by the Bank rescinds serving as Administrative Agent (or any Affiliate of the Bank serving as Administrative Agent) in its capacity as a Bank may be submitted, and may only be submitted, if the Bank serving as Administrative Agent or such notice, Affiliate notifies Borrower of the Company will terms of the offer or offers contained therein not later than fifteen (15) minutes prior to the deadline for the other Banks. Any Bid Rate Quote so made shall (subject to Borrower’s satisfaction of the conditions precedent set forth in this Agreement to its entitlement to an advance) be required to notify irrevocable except with the subject Bank with respect to written consent of Administrative Agent given on the instructions of Borrower. Bid Rate Loans that would exceed to be funded pursuant to a Bid Rate Quote may, as provided in Section 12.15, be funded by a Bank’s Designated Lender. A Bank making a Bid Rate Quote shall specify in its Bid Rate Quote whether the related Bid Rate Loans are intended to be funded by such Bank's Commitment. The notice and rescission described ’s Designated Lender, as provided in this paragraph must Section 12.15. (2) Each Bid Rate Quote shall be in writing, substantially in the form of Exhibit D, and will be effective three (3) Business Days after receipt. All notices by the Company to any Bank provided for above shall be sent by facsimile or if agreed to by the recipient Bank, by e-mail to the e-mail address specified by such Bank, EXHIBIT F-3 and shall be effective only upon receipt. Notices to the Banks shall be directed as provided in the Bank notice profile attached as Exhibit E. All notices by any Bank to the Company provided for above shall be sent by facsimile or by e-mail to the Company at the e-mail address specified on the signature page for the Company, and shall be effective only upon receipt. Not later than 3:00 p.m. Eastern time on the date (which must be a Business Day) a Loan is to be made: case specify: (i) each Bank, in the case proposed date of a Base Rate or LIBOR Loan, shall make available directly to the Company its share funding of the Loan; and Bid Rate Loan(s); (ii) the Bank or Banks whose bid(s) were accepted shall, in the case of Bid Rate Loans, make available directly to the Company the principal amount of the Bid Rate Loan(s) for which each such offer is being made, which principal amount (w) may be greater than or less than the applicable Loan Commitment of the quoting Bank, (x) must be in the aggregate at least Two Million Dollars ($2,000,000) and an integral multiple of Five Hundred Thousand Dollars ($500,000), (y) may not exceed the principal amount of Bid Rate Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Bid Rate Loans for which offers being made by such quoting Bank may be accepted; (iii) the margin above or Banks agreed below the applicable LIBOR Interest Rate (the “LIBOR Bid Margin”) offered for each such Bid Rate Loan, expressed as a percentage per annum (specified to makethe nearest 1/1,000th of 1%) to be added to (or subtracted from) the applicable LIBOR Interest Rate; (iv) the applicable Interest Period; and (v) the identity of the quoting Bank. The A Bid Rate Quote may set forth up to five (5) separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Bid Rate Quotes. (3) Any Bid Rate Quote shall be disregarded if it: (i) is not substantially in conformity with EXHIBIT F-3 or does not specify all of the information required by subparagraph (c)(2) above; (ii) contains qualifying, conditional or similar language (except for an aggregate limitation as provided in subparagraph (c)(2)(ii)(z) above); (iii) proposes terms other than or in addition to those set forth in the applicable Invitation for Bid Rate Quotes (except for an aggregate limitation as provided in subparagraph (c)(2)(ii)(z) above); or (iv) arrives after the time set forth in sub-paragraph (c)(1) above. (d) Administrative Agent shall notify each Bank of its pro rata share of each Base Rate or LIBOR Loan. Such notice shall be given by facsimile no later than 1:00 p.m. Eastern time on, 10:15 a.m. (New York City time) on the third Banking Day prior to the proposed date for the requested Bid Rate Loan notify Borrower in writing of the terms of any Bid Rate Quote submitted by a Bank that is in accordance with paragraph (c). Any subsequent Bid Rate Quote shall be disregarded by Administrative Agent unless such subsequent Bid Rate Quote is submitted solely to correct a manifest error in such former Bid Rate Quote. Administrative Agent’s notice to Borrower shall specify (A) the aggregate principal amount of Bid Rate Loans for which offers have been received for each Interest Period specified in the case related Bid Rate Quote Request, (B) the respective principal amounts and LIBOR Bid Margins so offered and (C) if applicable, limitations on the aggregate principal amount of each Base Bid Rate Loans for which offers in any single Bid Rate Quote may be accepted. (e) Not later than 11:00 a.m. (New York time) on the third Banking Day prior to the proposed date of funding of the Bid Rate Loan, Borrower shall notify Administrative Agent of its acceptance or non-acceptance of the date Bid Rate Quotes so notified to it pursuant to paragraph (d). A notice of acceptance shall be substantially in the form of EXHIBIT F-4 and shall specify the aggregate principal amount of offers for each Interest Period that are accepted. Borrower may accept any Bid Rate Quote in whole or in part; provided that: (i) the principal amount of each Bid Rate Loan may not exceed the applicable amount set forth in the related Bid Rate Quote Request or be less than Two Million Dollars ($2,000,000) and shall be an integral multiple of Five Hundred Thousand Dollars ($500,000); (ii) acceptance of offers with respect to a particular Interest Period may only be made on the basis of ascending LIBOR Bid Margins offered for such Loan Interest Period from the lowest effective cost; and (iii) Borrower may not accept any offer that is described in subparagraph (c)(3) or that otherwise fails to comply with the requirements of this Agreement. (f) If offers are made by two (2) or more Banks with the same LIBOR Bid Margins, for a greater aggregate principal amount than the amount in respect of which such offers are permitted to be made and, in accepted for the case of each LIBOR Loanrelated Interest Period, the date that is three Business Days prior principal amount of Bid Rate Loans in respect of which such offers are accepted shall be allocated by Administrative Agent among such Banks as nearly as possible (in multiples of One Hundred Thousand Dollars ($100,000)) in proportion to the date aggregate principal amounts of such Loan is to offers. Administrative Agent shall promptly (and in any event within one (1) Banking Day after such offers are accepted) notify Borrower and each such Bank in writing of any such allocation of Bid Rate Loans. Determinations by Administrative Agent of the allocation of Bid Rate Loans shall be made. Loans will be made available either by credit to an account maintained by the Company with the Bank or by wire transfer to: (a) such account or accounts as may be authorized on forms supplied by the Bank; or (b) conclusive in the absence of manifest error. (g) In the event that Borrower accepts the offer(s) contained in one (1) or more Bid Rate Quotes in accordance with paragraph (e), the Bank(s) making such authorizationoffer(s) shall make a Bid Rate Loan in the accepted amount (as allocated, if necessary, pursuant to Crestar Bankparagraph (f)) on the date specified therefor, ABA No. 000000000in accordance with the procedures specified in Section 2.05. (h) Notwithstanding anything to the contrary contained herein, account of Southern States Cooperative, Incorporated Account No. 0000000 or such replacement account as the Company each Bank shall specify by notice be required to each fund its Pro Rata Share of the BanksAvailable Total Loan Commitment in accordance with Section 2.01(b) despite the fact that any Bank’s Loan Commitment may have been or may be exceeded as a result of such Bank’s making Bid Rate Loans. (i) A Bank which is notified that it has been selected to make a Bid Rate Loan as provided above may designate its Designated Lender (if any) to fund such Bid Rate Loan on its behalf, as described in Section 12.

Bid Rate Loans. In the event the Company desires a Bid Rate Loan, it shall notify each of the Banks of such fact by 11:00 a.m. Eastern time on the date such Loan is proposed to be made. Such notice shall be in the form of Exhibit A or by telephone confirmed in writing in the form of Exhibit A and shall specify the amount of the Loan and the proposed maturity date for such Loan, which maturity date shall not in any event exceed the date which is two hundred seventy (270) days from the date of the making of such Bid Rate Loan (the "Bid Rate Maturity Date"). If the Company desires more than one Bid Rate Loan with different Bid Rate Maturity Dates, it may so request in its notice. However, the maximum number of amounts and Bid Rate Maturities for which bids may be sought on any day may not exceed five and the Company may not solicit bids from the Banks for Bid Rate Loans more than three times per week. In the event a Bank, in its sole discretion in each instance, desires to bid on one or more of the Bid Rate Loans or on a part of one or more of such Loans, it shall, on or before 11:45 a.m. Eastern time on the day that a Bid Rate Loan is to be made notify the Company of such fact in the form attached hereto as Exhibit B or by telephone confirmed in writing in the form of Exhibit B. No Bank may bid more than three times per week. With respect to Bid Rate Loans, no Bank may bid an amount which exceeds the projected aggregate Unused Commitments of all of the Banks, calculated as provided in Section 2.01. The Company shall disregard any quote which is received late. If the Company desires to accept one or more of the bids, it shall furnish notice of such fact Subject to the Bank or Banks that made the bids that were accepted by the Company by 12:30 p.m. Eastern time on the day the bids were made. Such notice shall be in the form of Exhibit C hereto or by telephone confirmed in writing in the form of Exhibit Cterms and conditions -------------- hereof, Intermet may request, and a copy thereof shall be provided to the Administrative Agent provided that the copy submitted to the Administrative Agent shall not include bid rates or loan pricing information. The Interest Period may, at the Company's option, extend beyond the Termination Date provided that (i) no Bank is thereby required to extend the Termination Date or renew this Agreement and (ii) if any Bank does noteach Lender, in its sole discretion, extend, renew, or otherwise continue its commitment on or before the Termination Date then the balance of all Bid Rate Loans made by the terminating Bank will be due and payable on the Termination Date and the Company will pay all costs relating to prepayment of Bid Rate Loans as set forth in Section 2.11. Notwithstanding the above, if any Bank gives the Company notice that the Bank does not intend may agree to make Bid Rate Loans Advances in excess accordance with the following procedure; provided, -------- that, (x) at no time shall the sum of the Bank's Commitment then, until such time as aggregate outstanding principal amount ---- of the Bank rescinds such notice, the Company will not be required to notify the subject Bank with respect to Bid Rate Loans that would plus the aggregate outstanding amount of all Syndicated ---- Loans outstanding as Overnight Rate Advances, exceed $30,000,000, and (y) at no time shall the sum of the outstanding principal amount of the Loans plus the ---- Letter of Credit Obligations exceed the Banksum of Commitments: (a) In order to request Bid Rate Bids, Intermet shall telecopy to the Agent a duly completed Bid Request in the form of Exhibit D attached hereto --------- (which may request not more than two Bid Rate Bids), to be received by the Agent not later than 11:00 a.m. (local time for the Agent) time, on the Business Day of the proposed Bid Rate Loan or Loans; provided that, such Bid Request shall -------- ---- not be deemed to have been received by the Agent in a timely manner unless Intermet shall also have notified the Agent by telephone (excluding voice mail notification) of such Bid Request by the time specified above. A Bid Request that does not conform substantially to the format of Exhibit D may be rejected --------- in the Agent's Commitmentsole discretion, and the Agent shall notify Intermet of such rejection by telecopy not later than 12:00 noon (Atlanta, Georgia time) on the date of receipt. The notice Such request shall in each case refer to this Agreement and rescission described specify (i) the date of such Borrowing or Borrowings (which shall be a Business Day) and (ii) the aggregate principal amount thereof which shall be in a minimum principal amount of $1,000,000 and in an integral multiple of $100,000, and (iii) the Interest Period with respect thereto. Promptly after its receipt of a Bid Request that is not rejected as aforesaid, the Agent shall invite by telecopy (substantially in the form set forth in Exhibit E attached hereto) the --------- Lenders to bid, on the terms and conditions of this paragraph Agreement, to make Bid Rate Advances pursuant to the Bid Request. (b) Each Lender may, in its sole discretion, make one or more Bid Rate Bids (but not more than two) to Intermet responsive to a Bid Request. Each Bid Rate Bid by a Lender must be in writingreceived by the Agent via telecopy, substantially in the form of Exhibit DF attached hereto, not later than 12:00 noon (local time --------- for the Agent) on the Business Day of the proposed Bid Rate Loan. Multiple bids (not to exceed two per Lender) will be accepted by the Agent. Bid Rate Bids that do not conform substantially to the format of Exhibit F may be rejected by --------- the Agent acting in consultation with Intermet, and will be effective three (3) Business Days after receiptthe Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable. All notices by the Company Each Bid Rate Bid shall refer to any Bank provided for above shall be sent by facsimile or if agreed to by the recipient Bank, by e-mail to the e-mail address specified by such Bank, this Agreement and shall be effective only upon receipt. Notices to the Banks shall be directed as provided in the Bank notice profile attached as Exhibit E. All notices by any Bank to the Company provided for above shall be sent by facsimile or by e-mail to the Company at the e-mail address specified on the signature page for the Company, and shall be effective only upon receipt. Not later than 3:00 p.m. Eastern time on the date (which must be a Business Day) a Loan is to be made: specify (i) each Bank, the principal amount (which shall be in a minimum principal amount of $1,000,000 and in an integral multiple of $100,000 and which may equal the case of a Base Rate or LIBOR Loan, shall make available directly to the Company its share of the Loan; and (ii) the Bank or Banks whose bid(s) were accepted shall, in the case of Bid Rate Loans, make available directly to the Company the entire principal amount of the Bid Rate Loan requested by Intermet) of the Bid Rate Advance or Advances that the Lender is willing to make to Intermet, (ii) the Bid Rate or Rates at which the Lender is prepared to make the Bid Rate Advance or Advances, and (iii) the Interest Period and the last day thereof. If any Lender shall elect not to make a Bid Rate Bid, such Bank or Banks agreed Lender shall so notify the Agent via telecopy by the time specified above for submitting a Bid Rate Bid; provided, however, that -------- ------- failure by any Lender to makegive such notice shall not cause such Lender to be obligated to make any Bid Rate Advance as part of such Bid Rate Loan. A Bid Rate Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable (absent manifest error). (c) The Agent shall promptly notify Intermet by telecopy of all the Bid Rate Bids made, the Bid Rate and the principal amount of each Bid Rate Advance in respect of which a Bid Rate Bid was made and the identity of the Lender that made each bid. The Administrative Agent shall send a copy of all Bid Rate Bids to Intermet for its records as soon as practicable after completion of the bidding process set forth in this Section 2.08. ------------ (d) Intermet may, in its sole and absolute discre tion, subject only to the provisions of this paragraph (d), accept or reject any Bid Rate Bid referred to in paragraph (c) above. Intermet shall notify each Bank the Agent by telephone, confirmed by telecopy in the form of its pro rata share a Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any of each Base Rate or LIBOR all the bids referred to in paragraph (c) above not later than 12:30 p.m. (local time for the Agent) on the Business Day of the proposed Bid Loan. Such ; provided, however, -------- ------- that (i) the failure by Intermet to give such notice shall be given deemed to be a rejection of all the bids referred to in paragraph (c) above, (ii) Intermet shall not accept a bid made at a particular Bid Rate if Intermet has decided to re ject a bid made at a lower Bid Rate, (iii) the aggregate amount of the Bid Rate Bids accepted by facsimile no later than 1:00 p.m. Eastern time onIntermet shall not exceed the principal amount specified in the Bid Request, (iv) if Intermet shall accept a bid or bids made at a particular Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by Intermet to exceed the amount specified in the Bid Request, then Intermet shall accept a portion of such bid or bids in an amount equal to the amount specified in the Bid Request less the amount of all other Bid Rate Bids accepted with respect to such Bid Request, which acceptance, in the case of multiple bids at the same Bid Rate, shall be made pro rata in accordance with the amount of each Base such bid at such Bid Rate, and (v) except pursuant to clause (iv) above, no bid shall be accepted for a Bid Rate Loan, the date Loan unless such Bid Rate Loan is in a minimum principal amount of $1,000,000 and an integral multiple of $100,000; provided further, however, -------- ------- ------- that if a Bid Loan must be in an amount less than $1,000,000 because of the provisions of clause (iv) above, such Bid Loan may be for a minimum of $500,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Bid Rate pursuant to clause (iv) the amounts shall be made androunded to integral multiples of $500,000 in a manner which shall be in the discretion of Intermet. A notice given by Intermet pursuant to this paragraph (d) shall be irrevocable. (e) The Agent shall promptly notify each bidding Lender whether or not its Bid Rate Bid has been accepted (and if so, in what amount and at what Bid Rate) and shall notify each Lender as to the case amount, Interest Period and Bid Rate of each LIBOR LoanBid Rate Bid accepted by Intermet by telecopy sent by the Agent, the date that is three Business Days prior and each successful bidder will thereupon become bound, subject to the date other applicable conditions hereof, to make the Bid Rate Loan in respect of which its bid has been accepted. (f) Intermet shall not submit a Bid Request more than twice in any seven day period. (g) If the Agent shall elect to submit a Bid Rate Bid in its capacity as a Lender, it shall submit such Loan is bid directly to be made. Loans will be made available either by credit Intermet one half of an hour earlier than the earliest time at which the other Lenders are required to an account maintained by submit their bids to the Company with the Bank or by wire transfer to: (a) such account or accounts as may be authorized on forms supplied by the Bank; or Agent pursuant to paragraph (b) above. (h) Each Lender participating in any Bid Rate Loan shall make its Bid Rate Advance available to the Agent on the date specified in the absence Bid Request at the time and in the manner and subject to the provisions specified in Section ------- (i) The Bid Rate Advances of such authorization, each Lender shall be evidenced by its Bid Facility Note and shall be due and payable in full on the Maturity Date unless sooner accelerated pursuant to Crestar Bank, ABA NoArticle VIII hereof. 000000000, account of Southern States Cooperative, Incorporated Account No. 0000000 or such replacement account as the Company shall specify by notice to each of the Banks.------------

Bid Rate Loans. In (a) When Borrower has the event Borrower's Credit Rating required by Section 2.01(c) and wishes to request offers from the Company desires a Banks to make Bid Rate LoanLoans, it shall notify each of the Banks of such fact transmit to Administrative Agent by 11:00 a.m. Eastern time on the date such Loan is proposed to be made. Such notice shall be facsimile a request (a "Bid Rate Quote Request") substantially in the form of Exhibit A or by telephone confirmed in writing in EXHIBIT G-1 so as to be received not later than 12:00 Noon (New York time) on the form of Exhibit A and shall specify fifth Banking Day prior to the amount date for funding of the Loan and Bid Rate Loan(s) proposed therein, specifying: (1) the proposed maturity date for such Loanof funding of the Bid Rate Loan(s), which maturity date shall not in any event exceed be a Banking Day; (2) the date which is two hundred seventy (270) days from the date of the making of such Bid Rate Loan (the "Bid Rate Maturity Date"). If the Company desires more than one Bid Rate Loan with different Bid Rate Maturity Dates, it may so request in its notice. However, the maximum number of amounts and Bid Rate Maturities for which bids may be sought on any day may not exceed five and the Company may not solicit bids from the Banks for Bid Rate Loans more than three times per week. In the event a Bank, in its sole discretion in each instance, desires to bid on one or more aggregate amount of the Bid Rate Loans requested, which shall be $10,000,000 or on a part larger integral multiple of $1,000,000; and (3) the duration of the Interest Period(s) applicable thereto, subject to the provisions of the definition of "Interest Period" in Section 1.01. Borrower may request offers to make Bid Rate Loans for more than one or (1) Interest Period in a single Bid Rate Quote Request. No more than two (2) Bid Rate Quote Requests may be submitted by Borrower during any calendar month; PROVIDED, HOWEVER, that Bid Rate Quote Requests in respect of such Loans, it shall, on or before 11:45 a.m. Eastern time on the day that which no Bank submits a Bid Rate Loan is Quote shall not be counted for purposes of the foregoing. In addition, there shall be and no more than twelve (12) fundings of Bid Rate Loans during any calendar year. (b) Promptly (the same day, if possible) upon receipt of a Bid Rate Quote Request, Administrative Agent shall send to be made notify the Company of such fact in the form attached hereto as Exhibit B or Banks by telephone confirmed in writing facsimile an invitation (an "Invitation for Bid Rate Quotes") substantially in the form of Exhibit B. No Bank may bid more than three times per week. With respect EXHIBIT G-2, which shall constitute an invitation by Borrower to the Banks to submit Bid Rate Loans, no Bank may bid an amount which exceeds the projected aggregate Unused Commitments of all of the Banks, calculated as provided in Section 2.01. The Company shall disregard any quote which is received late. If the Company desires Quotes offering to accept one or more of the bids, it shall furnish notice of such fact to the Bank or Banks that made the bids that were accepted by the Company by 12:30 p.m. Eastern time on the day the bids were made. Such notice shall be in the form of Exhibit C hereto or by telephone confirmed in writing in the form of Exhibit C, and a copy thereof shall be provided to the Administrative Agent provided that the copy submitted to the Administrative Agent shall not include bid rates or loan pricing information. The Interest Period may, at the Company's option, extend beyond the Termination Date provided that (i) no Bank is thereby required to extend the Termination Date or renew this Agreement and (ii) if any Bank does not, in its sole discretion, extend, renew, or otherwise continue its commitment on or before the Termination Date then the balance of all make Bid Rate Loans made by the terminating Bank will be due and payable on the Termination Date and the Company will pay all costs relating to prepayment of which such Bid Rate Loans as set forth Quote Request relates in Section 2.11. Notwithstanding the above, if any accordance with this Section. (1) Each Bank gives the Company notice that the Bank does not intend may submit a Bid Rate Quote containing an offer or offers to make Bid Rate Loans in excess of the Bank's Commitment then, until such time as the Bank rescinds such notice, the Company will not be required response to notify the subject Bank with respect to any Invitation for Bid Rate Loans that would exceed the Bank's CommitmentQuotes. The notice and rescission described in this paragraph must be in writing, substantially in the form of Exhibit D, and will be effective three (3) Business Days after receipt. All notices by the Company to any Bank provided for above shall be sent by facsimile or if agreed to by the recipient Bank, by e-mail to the e-mail address specified by such Bank, and shall be effective only upon receipt. Notices to the Banks shall be directed as provided in the Bank notice profile attached as Exhibit E. All notices by any Bank to the Company provided for above shall be sent by facsimile or by e-mail to the Company at the e-mail address specified on the signature page for the Company, and shall be effective only upon receipt. Not later than 3:00 p.m. Eastern time on the date (which must be a Business Day) a Loan is to be made: (i) each Bank, in the case of a Base Rate or LIBOR Loan, shall make available directly to the Company its share of the Loan; and (ii) the Bank or Banks whose bid(s) were accepted shall, in the case of Bid Rate Loans, make available directly to the Company the principal amount of the Bid Rate Loan which such Bank or Banks agreed to make. The Administrative Agent shall notify each Bank of its pro rata share of each Base Rate or LIBOR Loan. Such notice shall be given by facsimile no later than 1:00 p.m. Eastern time on, in the case of each Base Rate Loan, the date such Loan is to be made and, in the case of each LIBOR Loan, the date that is three Business Days prior to the date such Loan is to be made. Loans will be made available either by credit to an account maintained by the Company with the Bank or by wire transfer to: (a) such account or accounts as may be authorized on forms supplied by the Bank; or (b) in the absence of such authorization, to Crestar Bank, ABA No. 000000000, account of Southern States Cooperative, Incorporated Account No. 0000000 or such replacement account as the Company shall specify by notice to each of the Banks.Each Bid

Bid Rate Loans. In the event the Company desires a Bid Rate Loan, it shall notify each of the Banks of such fact by 11:00 a.m. Eastern time on the date such Loan is proposed to be made. Such notice shall be in the form of Exhibit A or by telephone confirmed in writing in the form of Exhibit A and shall specify the amount of the Loan and the proposed maturity date for such Loan, which maturity date shall not in any event exceed the date which is two hundred seventy (270) days from the date of the making of such Bid Rate Loan (the "Bid Rate Maturity Date"). If the Company desires more than one Bid Rate Loan with different Bid Rate Maturity Dates, it may so request in its notice. However, the maximum number of amounts and Bid Rate Maturities for which bids may be sought on any day may not exceed five and the Company may not solicit bids from the Banks for Bid Rate Loans more than three times per week. In the event a Bank, in its sole discretion in each instance, desires to bid on one or more of the Bid Rate Loans or on a part of one or more of such Loans, it shall, on or before 11:45 a.m. Eastern time on the day that a Bid Rate Loan is to be made notify the Company of such fact in the form attached hereto as Exhibit B or by telephone confirmed in writing in the form of Exhibit B. No Bank may bid more than three times per week. With respect to Bid Rate Loans, no Bank may bid an amount which exceeds the projected aggregate Unused Commitments of all of the Banks, calculated as provided in Section 2.01. The Company shall disregard any quote which is received late. If the Company desires to accept one or more of the bids, it shall furnish notice of such fact Subject to the Bank or Banks that made the bids that were accepted by the Company by 12:30 p.m. Eastern time on the day the bids were made. Such notice shall be in the form of Exhibit C hereto or by telephone confirmed in writing in the form of Exhibit Cterms and conditions hereof, Borrower may request, and a copy thereof shall be provided to the Administrative Agent provided that the copy submitted to the Administrative Agent shall not include bid rates or loan pricing information. The Interest Period may, at the Company's option, extend beyond the Termination Date provided that (i) no Bank is thereby required to extend the Termination Date or renew this Agreement and (ii) if any Bank does noteach Lender, in its sole discretion, extend, renew, or otherwise continue its commitment on or before the Termination Date then the balance of all Bid Rate Loans made by the terminating Bank will be due and payable on the Termination Date and the Company will pay all costs relating to prepayment of Bid Rate Loans as set forth in Section 2.11. Notwithstanding the above, if any Bank gives the Company notice that the Bank does not intend may agree to make Bid Rate Loans Advances in excess accordance with the following procedure; provided, that, at no time shall the sum of the Bankoutstanding principal amount of the Loans plus the Letter of Credit Obligations exceed the sum of Commitments: (a) In order to request Bid Rate Bids, Borrower shall telecopy to the Agent a duly completed Bid Request in the form of Exhibit D attached hereto (which may request not more than two Bid Rate Bids), to be received by the Agent not later than 11:00 a.m. (local time for the Agent) on the Business Day of the proposed Bid Rate Loan or Loans; provided that, such Bid Request shall not be deemed to have been received by the Agent in a timely manner unless Borrower shall also have notified the Agent by telephone (excluding voice mail notification) of such Bid Request by the time specified above. A Bid Request that does not conform substantially to the format of Exhibit D may be rejected in the Agent's Commitment thensole discretion, until and the Agent shall notify Borrower of such time rejection by telecopy not later than 12:00 noon (Atlanta, Georgia time) on the date of receipt. Such request shall in each case refer to this Agreement and specify (i) the date of such Borrowing or Borrowings (which shall be a Business Day) and (ii) the aggregate principal amount thereof which shall be in a minimum principal amount of $2,000,000 and in integral multiples of $100,000, and (iii) the Interest Period with respect thereto. Promptly after its receipt of a Bid Request that is not rejected as the Bank rescinds such noticeaforesaid, the Company will not be required Agent shall invite by telecopy (substantially in the form set forth in Exhibit E attached hereto) the Lenders to notify bid, on the subject Bank with respect terms and conditions of this Agreement, to make Bid Rate Loans that would exceed Advances pursuant to the Bank's CommitmentBid Request. (b) Each Lender may, in its sole discretion, make one or more Bid Rate Bids (but not more than two) to Borrower responsive to a Bid Request. The notice and rescission described in this paragraph Each Bid Rate Bid by a Lender must be in writingreceived by the Agent via telecopy, substantially in the form of Exhibit DF attached hereto, not later than 12:00 noon (local time for the Agent) on the Business Day of the proposed Bid Rate Loan. Multiple bids (not to exceed two per Lender) will be accepted by the Agent. Bid Rate Bids that do not conform substantially to the format of Exhibit F may be rejected by the Agent acting in consultation with Borrower, and will be effective three (3) Business Days after receiptthe Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable. All notices by the Company Each Bid Rate Bid shall refer to any Bank provided for above shall be sent by facsimile or if agreed to by the recipient Bank, by e-mail to the e-mail address specified by such Bank, this Agreement and shall be effective only upon receipt. Notices to the Banks shall be directed as provided in the Bank notice profile attached as Exhibit E. All notices by any Bank to the Company provided for above shall be sent by facsimile or by e-mail to the Company at the e-mail address specified on the signature page for the Company, and shall be effective only upon receipt. Not later than 3:00 p.m. Eastern time on the date (which must be a Business Day) a Loan is to be made: specify (i) each Bank, in the case of a Base Rate or LIBOR Loan, shall make available directly to principal amount (which may equal the Company its share of the Loan; and (ii) the Bank or Banks whose bid(s) were accepted shall, in the case of Bid Rate Loans, make available directly to the Company the entire principal amount of the Bid Rate Loan requested by Borrower) of the Bid Rate Advance or Advances that the Lender is willing to make to Borrower, (ii) the Bid Rate or Rates at which such Bank the Lender is prepared to make the Bid Rate Advance or Banks agreed Advances, and (iii) the Interest Period and the last day thereof. A Bid Rate Bid submitted by a Lender pursuant to makethis paragraph (b) shall be irrevocable (absent manifest error). (c) The Agent shall promptly notify Borrower by telecopy of all the Bid Rate Bids made, the Bid Rate and the principal amount of each Bid Rate Advance in respect of which a Bid Rate Bid was made and the identity of the Lender that made each bid. The Administrative Agent shall send a copy of all Bid Rate Bids to Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.09. (d) Borrower may, in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any Bid Rate Bid referred to in paragraph (c) above. Borrower shall notify each Bank the Agent by telephone, confirmed by telecopy in the form of its pro rata share a Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any of each Base Rate or LIBOR all the bids referred to in paragraph (c) above not later than 12:30 p.m. (local time for the Agent) on the Business Day of the proposed Bid Loan. Such ; provided, however, that (i) the failure by Borrower to give such notice shall be given deemed to be a rejection of all the bids referred to in paragraph (c) above, (ii) Borrower shall not accept a bid for a specific Interest Period made at a particular Bid Rate if Borrower has decided to reject a bid for the same Interest Period made at a lower Bid Rate, (iii) the aggregate amount of the Bid Rate Bids accepted by facsimile no later than 1:00 p.m. Eastern time onBorrower shall not exceed the principal amount specified in the Bid Request, (iv) if Borrower shall accept a bid or bids made at a particular Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by Borrower to exceed the amount specified in the Bid Request, then Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Bid Request less the amount of all other Bid Rate Bids accepted with respect to such Bid Request, which acceptance, in the case of multiple bids at the same Bid Rate, shall be made pro rata in accordance with the amount of each Base such bid at such Bid Rate, and (v) except pursuant to clause (iv) above, no bid shall be accepted for a Bid Rate Loan, the date Loan unless such Bid Rate Loan is in a minimum principal amount of $2,000,000 and an integral multiple of $100,000; provided further, however, that if a Bid Loan must be in an amount less than $2,000,000 because of the provisions of clause (iv) above, such Bid Loan may be for a minimum of $500,000 and an integral multiple of $100,000, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Bid Rate pursuant to clause (iv) the amounts shall be made androunded to integral multiples of $100,000 in a manner which shall be in the discretion of Borrower. A notice given by Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The Agent shall promptly notify each bidding Lender whether or not its Bid Rate Bid has been accepted (and if so, in what amount and at what Bid Rate) and shall notify each Lender as to the case amount, Interest Period and Bid Rate of each LIBOR LoanBid Rate Bid accepted by Borrower by telecopy sent by the Agent, the date that is three Business Days prior and each successful bidder will thereupon become bound, subject to the date other applicable conditions hereof, to make the Bid Rate Loan in respect of which its bid has been accepted. (f) Borrower shall not submit a Bid Request more than two times in any seven day period. (g) If the Agent shall elect to submit a Bid Rate Bid in its capacity as a Lender, it shall submit such Loan is bid directly to be made. Loans will be made available either by credit Borrower one half of an hour earlier than the earliest time at which the other Lenders are required to an account maintained by submit their bids to the Company with the Bank or by wire transfer to: (a) such account or accounts as may be authorized on forms supplied by the Bank; or Agent pursuant to paragraph (b) above. (h) Each Lender participating in any Bid Rate Loan shall make its Bid Rate Advance available to the Agent on the date specified in the absence Bid Request at the time and in the manner and subject to the provisions specified in Section 3.02. (i) The Bid Rate Advances of such authorization, each Lender shall be evidenced by its Bid Facility Note and shall be due and payable in full on the earlier to Crestar Bank, ABA No. 000000000, account occur of Southern States Cooperative, Incorporated Account No. 0000000 or such replacement account as (x) the Company shall specify by notice to each last day of the Banksrelevant Interest Period or (y) the Maturity Date, unless sooner accelerated pursuant to Article VIII hereof.

Bid Rate Loans. In (a) When Borrower has the event Credit Rating required by Section 2.01(c) and wishes to request offers from the Company desires a Banks to make Bid Rate LoanLoans, it shall notify each of the Banks of such fact transmit to Administrative Agent by 11:00 a.m. Eastern time on the date such Loan is proposed to be made. Such notice shall be facsimile a request (a “Bid Rate Quote Request”) substantially in the form of Exhibit A or by telephone confirmed in writing in EXHIBIT G-1 so as to be received not later than 10:30 a.m. (New York time) on the form of Exhibit A and shall specify fourth Banking Day prior to the amount date for funding of the Loan and Bid Rate Loan(s) proposed therein, specifying: (1) the proposed maturity date for such Loan, which maturity date shall not in any event exceed the date which is two hundred seventy (270) days from the date of the making funding of such Bid Rate Loan Loan(s), which shall be a Banking Day; (2) the "Bid Rate Maturity Date"). If the Company desires more than one Bid Rate Loan with different Bid Rate Maturity Dates, it may so request in its notice. However, the maximum number of amounts and Bid Rate Maturities for which bids may be sought on any day may not exceed five and the Company may not solicit bids from the Banks for Bid Rate Loans more than three times per week. In the event a Bank, in its sole discretion in each instance, desires to bid on one or more aggregate amount of the Bid Rate Loans or on requested, which shall be at least Five Million Dollars ($5,000,000) and an integral multiple of One Million Dollars ($1,000,000); and (3) the duration of the Interest Period(s) applicable thereto, subject to the provisions of the definition of “Interest Period” in Section 1.01. Borrower may request offers to make Bid Rate Loans for more than one (1) Interest Period in a part single Bid Rate Quote Request. No Bid Rate Quote Request may be submitted by Borrower sooner than seven (7) calendar days after the submission of one or more any other Bid Rate Quote Request. (b) Promptly upon receipt of such Loans, it shall, on or before 11:45 a.m. Eastern time on the day that a Bid Rate Loan is Quote Request, Administrative Agent shall send to be made notify the Company of such fact in the form attached hereto as Exhibit B or Banks by telephone confirmed in writing facsimile an invitation (an “Invitation for Bid Rate Quotes”) substantially in the form of Exhibit B. No Bank may bid more than three times per week. With respect EXHIBIT G-2, which shall constitute an invitation by Borrower to the Banks to submit Bid Rate Loans, no Bank may bid an amount which exceeds the projected aggregate Unused Commitments of all of the Banks, calculated as provided in Section 2.01. The Company shall disregard any quote which is received late. If the Company desires Quotes offering to accept one or more of the bids, it shall furnish notice of such fact to the Bank or Banks that made the bids that were accepted by the Company by 12:30 p.m. Eastern time on the day the bids were made. Such notice shall be in the form of Exhibit C hereto or by telephone confirmed in writing in the form of Exhibit C, and a copy thereof shall be provided to the Administrative Agent provided that the copy submitted to the Administrative Agent shall not include bid rates or loan pricing information. The Interest Period may, at the Company's option, extend beyond the Termination Date provided that (i) no Bank is thereby required to extend the Termination Date or renew this Agreement and (ii) if any Bank does not, in its sole discretion, extend, renew, or otherwise continue its commitment on or before the Termination Date then the balance of all make Bid Rate Loans made by the terminating Bank will be due and payable on the Termination Date and the Company will pay all costs relating to prepayment of which such Bid Rate Loans as set forth Quote Request relates in accordance with this Section 2.11. Notwithstanding the above, if any 2.02. (1) Each Bank gives the Company notice that the Bank does not intend may submit a Bid Rate Quote containing an offer or offers to make Bid Rate Loans in excess response to any Invitation for Bid Rate Quotes. Each Bid Rate Quote must comply with the requirements of this paragraph (c) and must be submitted to Administrative Agent by facsimile not later than 10:00 a.m. (New York time) on the third Banking Day prior to the proposed date of the Bank's Commitment then, until such time as Bid Rate Loan(s); provided that Bid Rate Quotes submitted by the Bank rescinds serving as Administrative Agent (or any Affiliate of the Bank serving as Administrative Agent) in its capacity as a Bank may be submitted, and may only be submitted, if the Bank serving as Administrative Agent or such notice, Affiliate notifies Borrower of the Company will terms of the offer or offers contained therein not later than fifteen (15) minutes prior to the deadline for the other Banks. Any Bid Rate Quote so made shall (subject to Borrower’s satisfaction of the conditions precedent set forth in this Agreement to its entitlement to an advance) be required to notify irrevocable except with the subject Bank with respect to written consent of Administrative Agent given on the instructions of Borrower. Bid Rate Loans that would exceed to be funded pursuant to a Bid Rate Quote may, as provided in Section 12.16, be funded by a Bank’s Designated Lender. A Bank making a Bid Rate Quote shall specify in its Bid Rate Quote whether the related Bid Rate Loans are intended to be funded by such Bank's Commitment. The notice and rescission described ’s Designated Lender, as provided in this paragraph must Section 12.16. (2) Each Bid Rate Quote shall be in writing, substantially in the form of Exhibit D, and will be effective three (3) Business Days after receipt. All notices by the Company to any Bank provided for above shall be sent by facsimile or if agreed to by the recipient Bank, by e-mail to the e-mail address specified by such Bank, EXHIBIT G-3 and shall be effective only upon receipt. Notices to the Banks shall be directed as provided in the Bank notice profile attached as Exhibit E. All notices by any Bank to the Company provided for above shall be sent by facsimile or by e-mail to the Company at the e-mail address specified on the signature page for the Company, and shall be effective only upon receipt. Not later than 3:00 p.m. Eastern time on the date (which must be a Business Day) a Loan is to be made: case specify: (i) each Bank, in the case proposed date of a Base Rate or LIBOR Loan, shall make available directly to the Company its share funding of the Loan; and Bid Rate Loan(s); (ii) the Bank or Banks whose bid(s) were accepted shall, in the case of Bid Rate Loans, make available directly to the Company the principal amount of the Bid Rate Loan(s) for which each such offer is being made, which principal amount (w) may be greater than or less than the applicable Loan Commitment of the quoting Bank, (x) must be in the aggregate at least Five Million Dollars ($5,000,000) and an integral multiple of One Hundred Thousand Dollars ($100,000), (y) may not exceed the principal amount of Bid Rate Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Bid Rate Loans for which offers being made by such quoting Bank may be accepted; (iii) the margin above or Banks agreed below the applicable LIBOR Interest Rate (the “LIBOR Bid Margin”) offered for each such Bid Rate Loan, expressed as a percentage per annum (specified to makethe nearest 1/1,000th of 1%) to be added to (or subtracted from) the applicable LIBOR Interest Rate; (iv) the applicable Interest Period; and (v) the identity of the quoting Bank. The A Bid Rate Quote may set forth up to three (3) separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Bid Rate Quotes. (3) Any Bid Rate Quote shall be disregarded if it: (i) is not substantially in conformity with EXHIBIT G-3 or does not specify all of the information required by sub-paragraph (c)(2) above; (ii) contains qualifying, conditional or similar language (except for an aggregate limitation as provided in subparagraph (c)(2)(ii) above); (iii) proposes terms other than or in addition to those set forth in the applicable Invitation for Bid Rate Quotes (except for an aggregate limitation as provided in subparagraph (c)(2)(ii) above); or (iv) arrives after the time set forth in sub-paragraph (c)(1) above. (d) Administrative Agent shall notify each Bank of its pro rata share of each Base Rate or LIBOR Loan. Such notice shall be given by facsimile no later than 1:00 p.m. Eastern time on, 10:15 a.m. (New York City time) on the third Banking Day prior to the proposed date for the requested Bid Rate Loan notify Borrower in writing of the terms of any Bid Rate Quote submitted by a Bank that is in accordance with paragraph (c). Any subsequent Bid Rate Quote shall be disregarded by Administrative Agent unless such subsequent Bid Rate Quote is submitted solely to correct a manifest error in such former Bid Rate Quote. Administrative Agent’s notice to Borrower shall specify (A) the aggregate principal amount of Bid Rate Loans for which offers have been received for each Interest Period specified in the case related Bid Rate Quote Request, (B) the respective principal amounts and LIBOR Bid Margins so offered and (C) if applicable, limitations on the aggregate principal amount of each Base Bid Rate Loans for which offers in any single Bid Rate Quote may be accepted. (e) Not later than 11:00 a.m. (New York time) on the third Banking Day prior to the proposed date of funding of the Bid Rate Loan, Borrower shall notify Administrative Agent of its acceptance or non-acceptance of the date offers so notified to it pursuant to paragraph (d). A notice of acceptance shall be substantially in the form of EXHIBIT G-4 and shall specify the aggregate principal amount of offers for each Interest Period that are accepted. Borrower may accept any Bid Rate Quote in whole or in part; provided that: (i) the principal amount of each Bid Rate Loan may not exceed the applicable amount set forth in the related Bid Rate Quote Request or be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Hundred Thousand Dollars ($100,000); (ii) acceptance of offers with respect to a particular Interest Period may only be made on the basis of ascending LIBOR Bid Margins offered for such Loan Interest Period from the lowest effective cost; and (iii) Borrower may not accept any offer that is described in subparagraph (c)(3) or that otherwise fails to comply with the requirements of this Agreement. (f) If offers are made by two (2) or more Banks with the same LIBOR Bid Margins, for a greater aggregate principal amount than the amount in respect of which such offers are permitted to be made and, in accepted for the case of each LIBOR Loanrelated Interest Period, the date that is three Business Days prior principal amount of Bid Rate Loans in respect of which such offers are accepted shall be allocated by Administrative Agent among such Banks as nearly as possible (in multiples of One Hundred Thousand Dollars ($100,000), as Administrative Agent may deem appropriate) in proportion to the date aggregate principal amounts of such Loan is to offers. Administrative Agent shall promptly (and in any event within one (1) Banking Day after such offers are accepted) notify Borrower and each such Bank in writing of any such allocation of Bid Rate Loans. Determinations by Administrative Agent of the allocation of Bid Rate Loans shall be made. Loans will be made available either by credit to an account maintained by the Company with the Bank or by wire transfer to: (a) such account or accounts as may be authorized on forms supplied by the Bank; or (b) conclusive in the absence of manifest error. (g) In the event that Borrower accepts the offer(s) contained in one (1) or more Bid Rate Quotes in accordance with paragraph (e), the Bank(s) making such authorizationoffer(s) shall make a Bid Rate Loan in the accepted amount (as allocated, if necessary, pursuant to Crestar Bankparagraph (f)) on the date specified therefor, ABA No. 000000000in accordance with the procedures specified in Section 2.05. (h) Notwithstanding anything to the contrary contained herein, account of Southern States Cooperative, Incorporated Account No. 0000000 or such replacement account as the Company each Bank shall specify by notice be required to each fund its Pro Rata Share of the BanksAvailable Total Loan Commitment in accordance with Section 2.01(b) despite the fact that any Bank’s Loan Commitment may have been or may be exceeded as a result of such Bank’s making Bid Rate Loans. (i) A Bank who is notified that it has been selected to make a Bid Rate Loan as provided above may designate its Designated Lender (if any) to fund such Bid Rate Loan on its behalf, as described in Section 12.

Bid Rate Loans. In A. Each Lender severally agrees that any Borrower may borrow Bid Rate Loans under this subsection 2.2 from time to time on any Business Day during the event period from the Company desires a date hereof until the date occurring two days prior to the Commitment Termination Date in the manner set forth below; PROVIDED that, following the borrowing of each Bid Rate Loan, it the Total Utilization shall notify each of not exceed the Banks of such fact Total Pro Rata Commitments then in effect. (i) Any Borrower may request one or more Bid Rate Loans under this subsection 2.2 by 11:00 a.m. Eastern time transmitting to Administrative Agent by telephone (promptly confirmed in writing by telecopy on the date such same date) notice of a Bid Rate Loan is proposed to be made. Such notice shall be or Loans (a "Notice of Bid Rate Borrowing"), in substantially the form of Exhibit A or by telephone confirmed in writing in EXHIBIT IV hereto, specifying the form of Exhibit A date and shall specify the aggregate amount of the proposed Bid Rate Loan and or Loans, the proposed maturity date for such Loan, which maturity date shall not in any event exceed the date which is two hundred seventy (270) days from the date of the making repayment of such Bid Rate Loan (or Loans, the "Bid Rate Maturity Date"). If the Company desires more than one interest payment date or dates relating thereto, and any other terms to be applicable to such Bid Rate Loan with different or Loans, not later than 1:00 P.M. (New York City time) (A) at least one Business Day prior to the date of the proposed Bid Rate Maturity DatesLoan, it may so request if the Applicable Borrower shall specify in its notice. However, the maximum number Notice of amounts and Bid Rate Maturities Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum for which bids may be sought on any day may not exceed five and the Company may not solicit bids from the Banks for such Bid Rate Loan (a "Fixed Rate Bid Loan") and (B) at least four Business Days prior to the date of the proposed Bid Rate Loan, if in the Notice of Bid Rate Borrowing the Applicable Borrower shall instead specify the reference rate, for example (and not limited to) the Eurodollar Rate or the Federal Funds Rate, which is to be the basis to which the Lenders will add or subtract a margin in determining the rate or rates of interest to be offered by them for such Bid Rate Loan (a "Reference Rate Bid Loan"); PROVIDED that no Notice of Bid Rate Borrowing may request that bids be made for Loans having more than three times per weekdifferent maturities and, PROVIDED, FURTHER, that without the consent of Administrative Agent, Borrowers may deliver a Notice of Bid Rate Borrowing no more often than every third Business Day. In The Applicable Borrower may not select a maturity date for any Bid Rate Loan which occurs after the second day prior to the Commitment Termination Date. Administrative Agent shall in turn promptly (but in no event later than 3:00 P.M. (New York City time) on the applicable date referred to in clause (A) or (B) above) notify each Lender of each request for a BankBid Rate Loan received by it from the Applicable Borrower by sending such Lender a copy of the related Notice of Bid Rate Borrowing. (ii) Each Lender may, if in its sole discretion in each instanceit elects to do so, desires irrevocably offer (a "Bid Rate Offer") to bid on make one or more of the Bid Rate Loans to the Applicable Borrower at a rate or rates of interest specified by such Lender, by notifying Administrative Agent by telefacsimile before 11:00 A.M. (New York City time), and Administrative Agent shall give prompt notice thereof to such Borrower by telefacsimile, (A) on a part of one or more the date of such Loansproposed Bid Rate Loan, it shallin the case of a Notice of Bid Rate Borrowing with respect to a Fixed Rate Bid Loan and (B) three Business Days before the date of such proposed Bid Rate Loan, on or before 11:45 a.m. Eastern time on in the day that case of a Notice of Bid Rate Borrowing with respect to a Reference Rate Bid Loan, of the minimum amount and maximum amount of each Bid Rate Loan is which such Lender would be willing to be made notify the Company of such fact in the form attached hereto as Exhibit B or by telephone confirmed in writing in the form of Exhibit B. No Bank may bid more than three times per week. With respect to Bid Rate Loansmake (which amounts may, no Bank may bid an amount which exceeds the projected aggregate Unused Commitments of all of the Banks, calculated as provided in Section 2.01. The Company shall disregard any quote which is received late. If the Company desires to accept one or more of the bids, it shall furnish notice of such fact subject to the Bank proviso to the first sentence of this subsection 2.2A, exceed such Lender's Pro Rata Commitment) and the rate or Banks rates of interest therefor; PROVIDED that made the bids that were accepted by the Company by 12:30 p.m. Eastern time on the day the bids were made. Such notice shall be in the form of Exhibit C hereto or by telephone confirmed in writing in the form of Exhibit C, and a copy thereof shall be provided to if the Administrative Agent provided that the copy submitted to the Administrative Agent shall not include bid rates or loan pricing information. The Interest Period may, at the Company's option, extend beyond the Termination Date provided that (i) no Bank is thereby required to extend the Termination Date or renew this Agreement and (ii) if any Bank does notin its capacity as a Lender shall, in its sole discretion, extend, renew, or otherwise continue its commitment on or before the Termination Date then the balance of all elect to make any Bid Rate Loans made by the terminating Bank will be due and payable on the Termination Date and the Company will pay all costs relating to prepayment of Bid Rate Loans as set forth in Section 2.11. Notwithstanding the aboveOffer, if any Bank gives the Company notice that the Bank does not intend to make Bid Rate Loans in excess of the Bank's Commitment then, until such time as the Bank rescinds such notice, the Company will not be required to it shall notify the subject Bank with respect to Bid Rate Loans that would exceed the Bank's Commitment. The notice and rescission described in this paragraph must be in writing, substantially in the form Applicable Borrower of Exhibit D, and will be effective three such offer before 10:00 A.M. (3New York City time) Business Days after receipt. All notices by the Company to any Bank provided for above shall be sent by facsimile or if agreed to by the recipient Bank, by e-mail to the e-mail address specified by such Bank, and shall be effective only upon receipt. Notices to the Banks shall be directed as provided in the Bank notice profile attached as Exhibit E. All notices by any Bank to the Company provided for above shall be sent by facsimile or by e-mail to the Company at the e-mail address specified on the signature page for the Company, and shall be effective only upon receipt. Not later than 3:00 p.m. Eastern time on the date (on which must be a Business Day) a Loan notice of such election is to be made: given to Administrative Agent by the other Lenders. (iiii) each BankThe Applicable Borrower shall, in turn, (A) before 1:00 P.M. (New York City time) on the date of such proposed Bid Rate Loan, in the case of a Base Notice of Bid Rate or LIBOR Loan, shall make available directly Borrowing with respect to the Company its share of the Loan; a Fixed Rate Bid Loan and (iiB) before 1:00 P.M. (New York City time) three Business Days before the Bank or Banks whose bid(s) were accepted shalldate of such proposed Bid Rate Loan, in the case of a Notice of Bid Rate Loans, make available directly Borrowing with respect to the Company the principal amount of the a Reference Rate Bid Rate Loan which such Bank or Banks agreed to make. The Administrative Agent shall notify each Bank of its pro rata share of each Base Rate or LIBOR Loan. Such notice shall be given by facsimile no later than 1:00 p.m. Eastern time on, in the case of each Base Rate Loan, the date such Loan is to be made and, in the case of each LIBOR Loan, the date that is three Business Days prior to the date such Loan is to be made. Loans will be made available either by credit to an account maintained by the Company with the Bank or by wire transfer to: (a) such account or accounts as may be authorized on forms supplied by the Bank; or (b) in the absence of such authorization, to Crestar Bank, ABA No. 000000000, account of Southern States Cooperative, Incorporated Account No. 0000000 or such replacement account as the Company shall specify by notice to each of the Banks.either

Bid Rate Loans. In A. The Bid Rate Option. Subject to the event terms and conditions of this Agreement and in reliance upon the representations and warranties of Company set forth herein, in addition to Company requesting that Lenders make Revolving Loans pursuant to subsection 2.1, Company may, as set forth in this subsection 2.9, request Lenders having Revolving Loan Commitments during the period from and including the Effective Date to but excluding the Revolving Loan Commitment Termination Date to make offers to make Bid Rate Loans to Company; provided that (i) the aggregate principal amount of Bid Rate Loans outstanding at any time shall not exceed $750,000,000, (ii) the Total Utilization of Revolving Loan Commitments at any time shall not exceed the Revolving Loan Commitments then in effect minus any Blocked Availability Amount and (iii) the aggregate principal amount of Bid Rate Loans of any Lender outstanding at any time shall not exceed $200,000,000. Lenders may, but shall have no obligation to, make such offers and Company may, but shall have no obligation to, accept any such offers in the manner set forth in this subsection 2.9. B. Bid Rate Loan Quote Request. Whenever Company desires to request offers to make Bid Rate Loans, it shall transmit to Bid Rate Loan Agent by telecopy a Bid Rate Loan, it shall notify each of the Banks of such fact by 11:00 a.m. Eastern time on the date such Loan is proposed to be made. Such notice shall be Quote Request substantially in the form of Exhibit A or by telephone confirmed IV annexed hereto no later than 12:00 Noon (New York time) two Business Days in writing in advance of the form of Exhibit A and proposed Funding Date set forth therein. The Bid Rate Loan Quote Request shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount of the Loan and the proposed maturity date Bid Rate Loans for such Loanwhich offers are re- quested, which maturity date shall not be in any event exceed a minimum principal amount of $5,000,000 and in integral multiples of $1,000,000 in excess of that amount and (iii) the duration of the Bid Rate Loan Interest Period applicable thereto, subject to the provisions set forth in the definition of Bid Rate Loan Interest Period; and such Bid Rate Loan Quote Request shall further certify that subsection 3.2B is satisfied on and as of the date which is two hundred seventy (270) days from of such Bid Rate Loan Quote Request and on and as of the date of the making of such Bid Rate Loan (the "Bid Rate Maturity Date")Loans. If the Company desires more than one No Bid Rate Loan with different Quote Request shall be given within five Business Days of any other Bid Rate Maturity Dates, it may so request in its notice. However, the maximum number of amounts and Bid Rate Maturities for which bids may be sought on any day may not exceed five and the Company may not solicit bids from the Banks Loan Quote Request. C. Invitation for Bid Rate Loans more than three times per weekLoan Quotes. In the event a Bank, in its sole discretion in each instance, desires to bid on one or more of the Promptly upon any request by Company for Bid Rate Loans or on a part Loan Quotes pursuant to the delivery of one or more of such Loans, it shall, on or before 11:45 a.m. Eastern time on the day that a Bid Rate Loan is Quote Request in accordance with the provisions of subsection 2.9B, but in no event later than the close of business on the date of receipt thereof, Bid Rate Loan Agent shall send to be made notify the Company of such fact in the form attached hereto as Exhibit B or Lenders having Revolving Loan Commitments by telephone confirmed in writing telecopy an Invitation for Bid Rate Loan Quotes substantially in the form of 102 Exhibit B. No Bank may bid more than three times per week. With respect V annexed hereto, which shall constitute an invitation by Company to each such Lender to submit Bid Rate Loans, no Bank may bid an amount Loan Quotes offering to make Bid Rate Loans to which exceeds the projected aggregate Unused Commitments such Bid Rate Loan Quote Request relates in accordance with this subsection 2.9. D. Submission and Contents of all of the Banks, calculated as provided in Section 2.01. The Company shall disregard any quote which is received late. If the Company desires to accept one or more of the bids, it shall furnish notice of such fact to the Bank or Banks that made the bids that were accepted by the Company by 12:30 p.m. Eastern time on the day the bids were made. Such notice shall be in the form of Exhibit C hereto or by telephone confirmed in writing in the form of Exhibit C, and a copy thereof shall be provided to the Administrative Agent provided that the copy submitted to the Administrative Agent shall not include bid rates or loan pricing information. The Interest Period may, at the Company's option, extend beyond the Termination Date provided that Bid Rate Loan Quotes. (i) no Bank is thereby required to extend the Termination Date or renew this Agreement and (ii) if any Bank does notEach Lender having a Revolving Loan Commitment may, in its sole discretion, extend, renew, or otherwise continue its commitment on or before the Termination Date then the balance of all submit a Bid Rate Loans made by the terminating Bank will be due and payable on the Termination Date and the Company will pay all costs relating to prepayment of Bid Rate Loans as set forth in Section 2.11. Notwithstanding the above, if any Bank gives the Company notice that the Bank does not intend Loan Quote containing an offer or offers to make Bid Rate Loans in excess response to any Invitation for Bid Rate Loan Quotes. Each Bid Rate Loan Quote must comply with the requirements of this subsection 2.9D and must be received by Bid Rate Loan Agent by telecopy no later than 10:00 A.M. (New York time) on the proposed Funding Date of such Bid Rate Loans; provided that Bid Rate Loan Quotes submitted by Administrative Agent (or any Affiliate of Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if Administrative Agent or such Affiliate notifies Company of the Bank's Commitment then, until terms of the offer or offers contained therein no later than 9:45 A.M. (New York time) on the proposed Funding Date of such time as the Bank rescinds such notice, the Company will not be required to notify the subject Bank with respect to Bid Rate Loans that would exceed Loans. Any Bid Rate Loan Quote so made shall be, subject to subsection 2.9G, irrevocable except with the Bank's Commitment. The notice and rescission described in this paragraph must written consent of Bid Rate Loan Agent given on the instructions of Company. (ii) Each Bid Rate Loan Quote shall be in writing, substantially in the form of Exhibit D, and will be effective three (3) Business Days after receipt. All notices by the Company to any Bank provided for above shall be sent by facsimile or if agreed to by the recipient Bank, by e-mail to the e-mail address specified by such Bank, VI annexed hereto and shall be effective only upon receipt. Notices refer to the Banks shall be directed as provided in the Bank notice profile attached as Exhibit E. All notices by any Bank to the Company provided for above shall be sent by facsimile or by e-mail to the Company at the e-mail address specified on the signature page for the Company, this Agreement and shall be effective only upon receipt. Not later than 3:00 p.m. Eastern time on the date specify (which must be a Business Day) a Loan is to be made: (i) each Bank, in the case of a Base Rate or LIBOR Loan, shall make available directly to the Company its share of the Loan; and (iia) the Bank or Banks whose bid(sproposed Funding Date, (b) were accepted shall, in the case of Bid Rate Loans, make available directly to the Company the principal amount of the Bid Rate Loan offered for each Bid Rate Loan Interest Period in respect of which an offer is being made, which principal amount (x) may be greater than or less than the Revolving Loan Commitment of the quoting Lender, (y) must be in a minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount and (z) may not exceed the principal amount of Bid Rate Loans for such Bid Rate Loan Interest Period for which offers were requested, (c) in the event the sum of the Bid Rate Loans being offered for all Bid Rate Loan Interest Periods exceeds the maximum aggregate amount of Bid Rate Loans that the quoting Lender is willing to make pursuant to such Bid Rate Loan Quote, such maximum aggregate amount, (d) the rate of interest per annum (expressed as an absolute number and not in terms of a specified margin over the quoting Lender's cost of funds and rounded to the nearest 1/100 of 1%) at which such Bank or Banks agreed Lender is willing to make. The Administrative Agent shall notify make each Bank such Bid Rate Loan and (e) the identity of its pro rata share of each Base the quoting Lender. (iii) Any Bid Rate or LIBOR Loan. Such notice Loan Quote shall be given by facsimile disregarded that (a) is not substantially in the form of Exhibit VI annexed hereto or does not specify all of the information required in subsection 2.9D(ii), (b) contains qualifying, conditional or similar language, (c) proposes terms other than or in addition to those set forth in the applicable Invitation for Bid Rate Loan Quotes or (d) arrives after the time set forth in subsection 2.9D(i). 103 (iv) If any Lender shall elect not to make such an offer, such Lender shall so notify Bid Rate Loan Agent via telecopy no later than 1:00 p.m. Eastern time on10:00 a.m. (New York time) on the proposed Funding Date; provided, in the case of each Base Rate Loanhowever, the date that failure by any Lender to give such Loan is notice shall not constitute a breach or default by such Lender nor cause such Lender to be made and, in the case of each LIBOR Loan, the date that is three Business Days prior liable to the date such Company or any other party or be obligated to make any Bid Rate Loan is to be made. Loans will be made available either by credit to an account maintained by the Company with the Bank or by wire transfer to: (a) such account or accounts as may be authorized on forms supplied by the Bank; or (b) in the absence part of such authorization, to Crestar Bank, ABA No. 000000000, account of Southern States Cooperative, Incorporated Account No. 0000000 or such replacement account as the Company shall specify by notice to each of the Banksrequested Bid Rate Loans.

Bid Rate Loans. In (a) When Borrower has the event Borrower's Credit Rating required by Section 2.01(c) and wishes to request offers from the Company desires a Banks to make Bid Rate LoanLoans, it shall notify each of the Banks of such fact transmit to Administrative Agent by 11:00 a.m. Eastern time on the date such Loan is proposed to be made. Such notice shall be facsimile a request (a "Bid Rate Quote Request") substantially in the form of Exhibit A or by telephone confirmed in writing in EXHIBIT G-1 so as to be received not later than 10:30 a.m. (New York time) on the form of Exhibit A and shall specify fifth Banking Day prior to the amount date for funding of the Loan and Bid Rate Loan(s) proposed therein, specifying: (1) the proposed maturity date for such Loanof funding of the Bid Rate Loan(s), which maturity date shall not in any event exceed be a Banking Day; (2) the date which is two hundred seventy (270) days from the date of the making of such Bid Rate Loan (the "Bid Rate Maturity Date"). If the Company desires more than one Bid Rate Loan with different Bid Rate Maturity Dates, it may so request in its notice. However, the maximum number of amounts and Bid Rate Maturities for which bids may be sought on any day may not exceed five and the Company may not solicit bids from the Banks for Bid Rate Loans more than three times per week. In the event a Bank, in its sole discretion in each instance, desires to bid on one or more aggregate amount of the Bid Rate Loans requested, which shall be Twenty Five Million Dollars ($25,000,000) or on a part larger integral multiple of One Million Dollars ($1,000,000); and (3) the duration of the Interest Period(s) applicable thereto, subject to the provisions of the definition of "Interest Period" in Section 1.01. 23 Borrower may request offers to make Bid Rate Loans for more than one or more (1) Interest Period in a single Bid Rate Quote Request. No Bid Rate Quote Request may be submitted by Borrower sooner than thirty (30) days after the submission of such Loans, it shall, on or before 11:45 a.m. Eastern time on the day that any other Bid Rate Quote Request. (b) Promptly upon receipt of a Bid Rate Loan is Quote Request, Administrative Agent shall send to be made notify the Company of such fact in the form attached hereto as Exhibit B or Banks by telephone confirmed in writing facsimile an invitation (an "Invitation for Bid Rate Quotes") substantially in the form of Exhibit B. No Bank may bid more than three times per week. With respect EXHIBIT G-2, which shall constitute an invitation by Borrower to the Banks to submit Bid Rate Loans, no Bank may bid an amount which exceeds the projected aggregate Unused Commitments of all of the Banks, calculated as provided in Section 2.01. The Company shall disregard any quote which is received late. If the Company desires Quotes offering to accept one or more of the bids, it shall furnish notice of such fact to the Bank or Banks that made the bids that were accepted by the Company by 12:30 p.m. Eastern time on the day the bids were made. Such notice shall be in the form of Exhibit C hereto or by telephone confirmed in writing in the form of Exhibit C, and a copy thereof shall be provided to the Administrative Agent provided that the copy submitted to the Administrative Agent shall not include bid rates or loan pricing information. The Interest Period may, at the Company's option, extend beyond the Termination Date provided that (i) no Bank is thereby required to extend the Termination Date or renew this Agreement and (ii) if any Bank does not, in its sole discretion, extend, renew, or otherwise continue its commitment on or before the Termination Date then the balance of all make Bid Rate Loans made by the terminating Bank will be due and payable on the Termination Date and the Company will pay all costs relating to prepayment of which such Bid Rate Loans as set forth Quote Request relates in Section 2.11. Notwithstanding the above, if any accordance with this Section. (1) Each Bank gives the Company notice that the Bank does not intend may submit a Bid Rate Quote containing an offer or offers to make Bid Rate Loans in excess response to any Invitation for Bid Rate Quotes. Each Bid Rate Quote must comply with the requirements of this paragraph (c) and must be submitted to Administrative Agent by facsimile not later than 2:00 p.m. (New York time) on the fourth Banking Day prior to the proposed date of the BankBid Rate Loan(s); provided that Bid Rate Quotes submitted by UBS (or any Affiliate of Administrative Agent) in its capacity as a Bank may be submitted, and may only be submitted, if UBS or such Affiliate notifies Borrower of the terms of the offer or offers contained therein not later than one (1) hour prior to the deadline for the other Banks. Any Bid Rate Quote so made shall (subject to Borrower's Commitment then, until such time as satisfaction of the Bank rescinds such notice, conditions precedent set forth in this Agreement to its entitlement to an advance) be irrevocable except with the Company will not be required to notify written consent of Administrative Agent given on the subject Bank with respect to instructions of Borrower. Bid Rate Loans that would exceed the to be funded pursuant to a Bid Rate Quote may, as provided in Section 12.16, be funded by a Bank's CommitmentDesignated Lender. The notice and rescission described A Bank making a Bid Rate Quote shall specify in this paragraph must its Bid Rate Quote whether the related Bid Rate Loans are intended to be funded by such Bank's Designated Lender, as provided in Section 12.16. (2) Each Bid Rate Quote shall be in writing, substantially in the form of Exhibit D, and will be effective three (3) Business Days after receipt. All notices by the Company to any Bank provided for above shall be sent by facsimile or if agreed to by the recipient Bank, by e-mail to the e-mail address specified by such Bank, EXHIBIT G-3 and shall be effective only upon receipt. Notices to the Banks shall be directed as provided in the Bank notice profile attached as Exhibit E. All notices by any Bank to the Company provided for above shall be sent by facsimile or by e-mail to the Company at the e-mail address specified on the signature page for the Company, and shall be effective only upon receipt. Not later than 3:00 p.m. Eastern time on the date (which must be a Business Day) a Loan is to be made: case specify: (i) each Bank, in the case proposed date of a Base Rate or LIBOR Loan, shall make available directly to the Company its share funding of the Loan; and Bid Rate Loan(s); (ii) the Bank or Banks whose bid(s) were accepted shall, in the case of Bid Rate Loans, make available directly to the Company the principal amount of the Bid Rate Loan(s) for which each such offer is being made, which principal amount (w) may be greater than or less than the Loan which such Bank or Banks agreed to make. The Administrative Agent shall notify each Bank Commitment of its pro rata share of each Base Rate or LIBOR Loan. Such notice shall the quoting Bank, (x) must be given by facsimile no later than 1:00 p.m. Eastern time on, in the case aggregate Twenty Five Million Dollars ($25,000,000) or a larger integral multiple of One Million Dollars ($1,000,000), (y) may not exceed the principal amount of Bid Rate Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Bid Rate Loans for which offers being made by such quoting Bank may be accepted; (iii) the margin above or below the applicable LIBOR Interest Rate (the "LIBOR Bid Margin") offered for each Base such Bid Rate Loan, expressed as a percentage per annum (specified to the date such Loan is nearest 1/1,000th of 1%) to be made added to (or subtracted from) the applicable LIBOR Interest Rate; (iv) the applicable Interest Period; and, in (v) the case of each LIBOR Loan, the date that is three Business Days prior to the date such Loan is to be made. Loans will be made available either by credit to an account maintained by the Company with the Bank or by wire transfer to: (a) such account or accounts as may be authorized on forms supplied by the Bank; or (b) in the absence of such authorization, to Crestar Bank, ABA No. 000000000, account of Southern States Cooperative, Incorporated Account No. 0000000 or such replacement account as the Company shall specify by notice to each identity of the Banksquoting Bank.

Bid Rate Loans. In the event the Company desires a Bid Rate Loan, it shall notify each of the Banks of such fact by 11:00 a.m. Eastern time on the date such Loan is proposed to be made. Such notice shall be in the form of Exhibit A or by telephone confirmed in writing in the form of Exhibit A and shall specify the amount of the Loan and the proposed maturity date for such Loan, which maturity date shall not in any event exceed the date which is two hundred seventy (270) days from the date of the making of such Bid Rate Loan (the "Bid Rate Maturity Date"). If the Company desires more than one Bid Rate Loan with different Bid Rate Maturity Dates, it may so request in its notice. However, the maximum number of amounts and Bid Rate Maturities for which bids may be sought on any day may not exceed five and the Company may not solicit bids from the Banks for Bid Rate Loans more than three times per week. In the event a Bank, in its sole discretion in each instance, desires to bid on one or more of the Bid Rate Loans or on a part of one or more of such Loans, it shall, on or before 11:45 a.m. Eastern time on the day that a Bid Rate Loan is to be made notify the Company of such fact in the form attached hereto as Exhibit B or by telephone confirmed in writing in the form of Exhibit B. No Bank may bid more than three times per week. With respect to Bid Rate Loans, no Bank may bid an amount which exceeds the projected aggregate Unused Commitments of all of the Banks, calculated as provided in Section 2.01. The Company shall disregard any quote which is received late. If the Company desires to accept one or more of the bids, it shall furnish notice of such fact Subject to the Bank or Banks that made the bids that were accepted by the Company by 12:30 p.m. Eastern time on the day the bids were made. Such notice shall be in the form of Exhibit C hereto or by telephone confirmed in writing in the form of Exhibit Cterms and conditions hereof, Borrower may request, and a copy thereof shall be provided to the Administrative Agent provided that the copy submitted to the Administrative Agent shall not include bid rates or loan pricing information. The Interest Period may, at the Company's option, extend beyond the Termination Date provided that (i) no Bank is thereby required to extend the Termination Date or renew this Agreement and (ii) if any Bank does noteach Lender, in its sole discretion, extend, renew, or otherwise continue its commitment on or before the Termination Date then the balance of all Bid Rate Loans made by the terminating Bank will be due and payable on the Termination Date and the Company will pay all costs relating to prepayment of Bid Rate Loans as set forth in Section 2.11. Notwithstanding the above, if any Bank gives the Company notice that the Bank does not intend may agree to make Bid Rate Loans Advances in excess accordance with the following procedure; provided, that, at no time shall the sum of the Bankoutstanding principal amount of the Loans plus the Letter of Credit Obligations exceed the sum of Commitments: (a) In order to request Bid Rate Bids, Borrower shall telecopy to the Agent a duly completed Bid Request in the form of Exhibit D attached hereto (which may request not more than two Bid Rate Bids), to be received by the Agent not later than 11:00 a.m. (local time for the Agent) on the Business Day of the proposed Bid Rate Loan or Loans; provided that, such Bid Request shall not be deemed to have been received by the Agent in a timely manner unless Borrower shall also have notified the Agent by telephone (excluding voice mail notification) of such Bid Request by the time specified above. A Bid Request that does not conform substantially to the format of Exhibit D may be rejected in the Agent's Commitment thensole discretion, until and the Agent shall notify Borrower of such time rejection by telecopy not later than 12:00 noon (Atlanta, Georgia time) on the date of receipt. Such request shall in each case refer to this Agreement and specify (i) the date of such Borrowing or Borrowings (which shall be a Business Day) and (ii) the aggregate principal amount thereof which shall be in 21 183 a minimum principal amount of $2,000,000 and in integral multiples of $100,000, and (iii) the Interest Period with respect thereto. Promptly after its receipt of a Bid Request that is not rejected as the Bank rescinds such noticeaforesaid, the Company will not be required Agent shall invite by telecopy (substantially in the form set forth in Exhibit E attached hereto) the Lenders to notify bid, on the subject Bank with respect terms and conditions of this Agreement, to make Bid Rate Loans that would exceed Advances pursuant to the Bank's CommitmentBid Request. (b) Each Lender may, in its sole discretion, make one or more Bid Rate Bids (but not more than two) to Borrower responsive to a Bid Request. The notice and rescission described in this paragraph Each Bid Rate Bid by a Lender must be in writingreceived by the Agent via telecopy, substantially in the form of Exhibit DF attached hereto, not later than 12:00 noon (local time for the Agent) on the Business Day of the proposed Bid Rate Loan. Multiple bids (not to exceed two per Lender) will be accepted by the Agent. Bid Rate Bids that do not conform substantially to the format of Exhibit F may be rejected by the Agent acting in consultation with Borrower, and will be effective three (3) Business Days after receiptthe Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable. All notices by the Company Each Bid Rate Bid shall refer to any Bank provided for above shall be sent by facsimile or if agreed to by the recipient Bank, by e-mail to the e-mail address specified by such Bank, this Agreement and shall be effective only upon receipt. Notices to the Banks shall be directed as provided in the Bank notice profile attached as Exhibit E. All notices by any Bank to the Company provided for above shall be sent by facsimile or by e-mail to the Company at the e-mail address specified on the signature page for the Company, and shall be effective only upon receipt. Not later than 3:00 p.m. Eastern time on the date (which must be a Business Day) a Loan is to be made: specify (i) each Bank, in the case of a Base Rate or LIBOR Loan, shall make available directly to principal amount (which may equal the Company its share of the Loan; and (ii) the Bank or Banks whose bid(s) were accepted shall, in the case of Bid Rate Loans, make available directly to the Company the entire principal amount of the Bid Rate Loan requested by Borrower) of the Bid Rate Advance or Advances that the Lender is willing to make to Borrower, (ii) the Bid Rate or Rates at which such Bank the Lender is prepared to make the Bid Rate Advance or Banks agreed Advances, and (iii) the Interest Period and the last day thereof. A Bid Rate Bid submitted by a Lender pursuant to makethis paragraph (b) shall be irrevocable (absent manifest error). (c) The Agent shall promptly notify Borrower by telecopy of all the Bid Rate Bids made, the Bid Rate and the principal amount of each Bid Rate Advance in respect of which a Bid Rate Bid was made and the identity of the Lender that made each bid. The Administrative Agent shall send a copy of all Bid Rate Bids to Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.09. (d) Borrower may, in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any Bid Rate Bid referred to in paragraph (c) above. Borrower shall notify each Bank the Agent by telephone, confirmed by telecopy in the form of its pro rata share a Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any of each Base Rate or LIBOR all the bids referred to in paragraph (c) above not later than 12:30 p.m. (local time for the Agent) on the Business Day of the proposed Bid Loan. Such ; provided, however, that (i) the failure by Borrower to give such notice shall be given deemed to be a rejection of all the bids referred to in paragraph (c) above, (ii) Borrower shall not accept a bid for a specific Interest Period made at a particular Bid Rate if Borrower has decided to reject a bid for the same Interest Period made at a lower Bid Rate, (iii) the aggregate amount of the Bid Rate Bids accepted by facsimile no later than 1:00 p.m. Eastern time onBorrower shall not exceed the principal amount specified in the Bid Request, (iv) if Borrower shall accept a bid or bids made at a particular Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by Borrower to exceed the amount specified in the Bid Request, then Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Bid Request less the amount of all other Bid Rate Bids accepted with respect to such Bid Request, which acceptance, in the case of each Base Rate Loanmultiple bids at the same Bid Rate, the date such Loan is to shall be made andpro rata in accordance with the amount of each such bid at such Bid Rate, and (v) except pursuant to clause (iv) above, no bid shall be accepted for a Bid (e) The Agent shall promptly notify each bidding Lender whether or not its Bid Rate Bid has been accepted (and if so, in what amount and at what Bid Rate) and shall notify each Lender as to the case amount, Interest Period and Bid Rate of each LIBOR LoanBid Rate Bid accepted by Borrower by telecopy sent by the Agent, the date that is three Business Days prior and each successful bidder will thereupon become bound, subject to the date other applicable conditions hereof, to make the Bid Rate Loan in respect of which its bid has been accepted. (f) Borrower shall not submit a Bid Request more than four times in any seven day period. (g) If the Agent shall elect to submit a Bid Rate Bid in its capacity as a Lender, it shall submit such Loan is bid directly to be made. Loans will be made available either by credit Borrower one half of an hour earlier than the earliest time at which the other Lenders are required to an account maintained by submit their bids to the Company with the Bank or by wire transfer to: (a) such account or accounts as may be authorized on forms supplied by the Bank; or Agent pursuant to paragraph (b) above. (h) Each Lender participating in any Bid Rate Loan shall make its Bid Rate Advance available to the Agent on the date specified in the absence Bid Request at the time and in the manner and subject to the provisions specified in Section 3.02. (i) The Bid Rate Advances of such authorization, each Lender shall be evidenced by its Bid Facility Note and shall be due and payable in full on the earlier to Crestar Bank, ABA No. 000000000, account occur of Southern States Cooperative, Incorporated Account No. 0000000 or such replacement account as (x) the Company shall specify by notice to each last day of the Banksrelevant Interest Period or (y) the Maturity Date, unless sooner accelerated pursuant to Article VIII hereof.

Bid Rate Loans. In (a) So long as Borrower has an Investment Grade Rating and wishes to request offers from the event the Company desires a Ratable Loan Banks to make Bid Rate LoanLoans, it shall notify each of the Banks of such fact transmit to Administrative Agent by 11:00 a.m. Eastern time on the date such Loan is proposed to be made. Such notice shall be facsimile a request (a “Bid Rate Quote Request”) substantially in the form of Exhibit A or by telephone confirmed in writing in EXHIBIT G-1 so as to be received not later than 10:30 a.m. (New York time) on the form of Exhibit A and shall specify fourth Banking Day prior to the amount date for funding of the Loan and Bid Rate Loan(s) proposed therein, specifying: (1) the proposed maturity date for such Loan, which maturity date shall not in any event exceed the date which is two hundred seventy (270) days from the date of the making funding of such Bid Rate Loan Loan(s), which shall be a Banking Day; (2) the "Bid Rate Maturity Date"). If the Company desires more than one Bid Rate Loan with different Bid Rate Maturity Dates, it may so request in its notice. However, the maximum number of amounts and Bid Rate Maturities for which bids may be sought on any day may not exceed five and the Company may not solicit bids from the Banks for Bid Rate Loans more than three times per week. In the event a Bank, in its sole discretion in each instance, desires to bid on one or more aggregate amount of the Bid Rate Loans or on a part requested, which shall be at least Five Million Dollars ($5,000,000) and an integral multiple of one or more One Million Dollars ($1,000,000); (3) the prepayment terms of such Bid Rate Loan(s), which, if not specified, shall have the same prepayment terms as Ratable Loans; and (4) the duration of the Interest Period(s) applicable thereto, it shall, on or before 11:45 a.m. Eastern time on subject to the day that provisions of the definition of “Interest Period” in Section 1.01. Borrower may request offers to make Bid Rate Loans for more than one (1) Interest Period in a single Bid Rate Quote Request. No Bid Rate Quote Request may be submitted by Borrower sooner than seven (7) calendar days after the submission of any other Bid Rate Quote Request. (b) Promptly upon receipt of a Bid Rate Quote Request, Administrative Agent shall send to the Ratable Loan is to be made notify the Company of such fact in the form attached hereto as Exhibit B or Banks by telephone confirmed in writing facsimile an invitation (an “Invitation for Bid Rate Quotes”) substantially in the form of Exhibit B. No Bank may bid more than three times per week. With respect EXHIBIT G-2, which shall constitute an invitation by Borrower to the Ratable Loan Banks to submit Bid Rate Loans, no Bank may bid an amount which exceeds the projected aggregate Unused Commitments of all of the Banks, calculated as provided in Section 2.01. The Company shall disregard any quote which is received late. If the Company desires Quotes offering to accept one or more of the bids, it shall furnish notice of such fact to the Bank or Banks that made the bids that were accepted by the Company by 12:30 p.m. Eastern time on the day the bids were made. Such notice shall be in the form of Exhibit C hereto or by telephone confirmed in writing in the form of Exhibit C, and a copy thereof shall be provided to the Administrative Agent provided that the copy submitted to the Administrative Agent shall not include bid rates or loan pricing information. The Interest Period may, at the Company's option, extend beyond the Termination Date provided that (i) no Bank is thereby required to extend the Termination Date or renew this Agreement and (ii) if any Bank does not, in its sole discretion, extend, renew, or otherwise continue its commitment on or before the Termination Date then the balance of all make Bid Rate Loans made by the terminating Bank will be due and payable on the Termination Date and the Company will pay all costs relating to prepayment of which such Bid Rate Loans as set forth Quote Request relates in accordance with this Section 2.11. Notwithstanding the above, if any 2.02. (1) Each Ratable Loan Bank gives the Company notice that the Bank does not intend may submit a Bid Rate Quote containing an offer or offers to make Bid Rate Loans in excess response to any Invitation for Bid Rate Quotes. Each Bid Rate Quote must comply with the requirements of this paragraph (c) and must be submitted to Administrative Agent by facsimile not later than 10:00 a.m. (New York time) on the third Banking Day prior to the proposed date of the Bank's Commitment then, until such time Bid Rate Loan(s); provided that Bid Rate Quotes submitted by the Ratable Loan Bank serving as Administrative Agent (or any Affiliate of the Bank rescinds serving as Administrative Agent) in its capacity as a Ratable Loan Bank may be submitted, and may only be submitted, if the Ratable Loan Bank serving as Administrative Agent or such notice, Affiliate notifies Borrower of the Company will terms of the offer or offers contained therein not later than fifteen (15) minutes prior to the deadline for the other Ratable Loan Banks. Any Bid Rate Quote so made shall (subject to Borrower’s satisfaction of the conditions precedent set forth in this Agreement to its entitlement to an advance) be required to notify irrevocable except with the subject Bank with respect to written consent of Administrative Agent given on the instructions of Borrower. Bid Rate Loans that would exceed to be funded pursuant to a Bid Rate Quote may, as provided in Section 12.16, be funded by a Ratable Loan Bank’s Designated Lender. A Ratable Loan Bank making a Bid Rate Quote shall specify in its Bid Rate Quote whether the related Bid Rate Loans are intended to be funded by such Ratable Loan Bank's Commitment. The notice and rescission described ’s Designated Lender, as provided in this paragraph must Section 12.16. (2) Each Bid Rate Quote shall be in writing, substantially in the form of Exhibit D, and will be effective three (3) Business Days after receipt. All notices by the Company to any Bank provided for above shall be sent by facsimile or if agreed to by the recipient Bank, by e-mail to the e-mail address specified by such Bank, EXHIBIT G-3 and shall be effective only upon receipt. Notices to the Banks shall be directed as provided in the Bank notice profile attached as Exhibit E. All notices by any Bank to the Company provided for above shall be sent by facsimile or by e-mail to the Company at the e-mail address specified on the signature page for the Company, and shall be effective only upon receipt. Not later than 3:00 p.m. Eastern time on the date (which must be a Business Day) a Loan is to be made: (i) each Bank, in the case of a Base Rate or LIBOR Loan, shall make available directly to the Company its share of the Loan; and specify: (ii) the Bank or Banks whose bid(s) were accepted shall, in proposed date of funding of the case of Bid Rate Loans, make available directly to the Company Loan(s); (iii) the principal amount of the Bid Rate Loan(s) for which each such offer is being made, which principal amount (w) may be greater than or less than the applicable Ratable Loan which such Bank or Banks agreed to make. The Administrative Agent shall notify each Bank Commitment of its pro rata share of each Base Rate or LIBOR Loan. Such notice shall the quoting Ratable Loan Bank, (x) must be given by facsimile no later than 1:00 p.m. Eastern time on, in the case aggregate at least Five Million Dollars ($5,000,000) and an integral multiple of One Hundred Thousand Dollars ($100,000), (y) may not exceed the principal amount of Bid Rate Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Bid Rate Loans for which offers being made by such quoting Ratable Loan Bank may be accepted; (iv) the margin above or below the applicable LIBOR Interest Rate (the “LIBOR Bid Margin”) offered for each Base such Bid Rate Loan, expressed as a percentage per annum (specified to the date such Loan is nearest 1/1,000th of 1%) to be made added to (or subtracted from) the applicable LIBOR Interest Rate; (v) the applicable Interest Period; and, (vi) the identity of the quoting Ratable Loan Bank. A Bid Rate Quote may set forth up to five (5) separate offers by the quoting Ratable Loan Bank with respect to each Interest Period specified in the case of each LIBOR Loan, the date that is three Business Days prior to the date such Loan is to be made. Loans will be made available either by credit to an account maintained by the Company with the Bank or by wire transfer to: (a) such account or accounts as may be authorized on forms supplied by the Bank; or (b) in the absence of such authorization, to Crestar Bank, ABA No. 000000000, account of Southern States Cooperative, Incorporated Account No. 0000000 or such replacement account as the Company shall specify by notice to each of the Banksrelated Invitation for Bid Rate Quotes.

Bid Rate Loans. In Subject to and upon the event terms and conditions herein set forth (including the Company desires a Bid Rate Loan, it shall notify each of the Banks of such fact by 11:00 a.m. Eastern time on the date such Loan is proposed to be made. Such notice shall be in the form of Exhibit A or by telephone confirmed in writing in the form of Exhibit A and shall specify the amount of the Loan and the proposed maturity date for such Loan, which maturity date shall not in any event exceed the date which is two hundred seventy (270) days from the date of the making of such Bid Rate Loan (the "Bid Rate Maturity Date"). If the Company desires more than one Bid Rate Loan with different Bid Rate Maturity Dates, it may so request in its notice. However, the maximum number of amounts and Bid Rate Maturities for which bids may be sought on any day may not exceed five and the Company may not solicit bids from the Banks for Bid Rate Loans more than three times per week. In the event a Bank, in its sole discretion in each instance, desires to bid on one or more of the Bid Rate Loans or on a part of one or more of such Loans, it shall, on or before 11:45 a.m. Eastern time on the day that a Bid Rate Loan is to be made notify the Company of such fact in the form attached hereto as Exhibit B or by telephone confirmed in writing in the form of Exhibit B. No Bank may bid more than three times per week. With respect to Bid Rate Loans, no Bank may bid an amount which exceeds the projected aggregate Unused Commitments of all of the Banks, calculated as provided limitation set forth in Section 2.01. The Company shall disregard any quote which is received late. If the Company desires to accept one or more of the bids), it shall furnish notice of such fact to the Bank or Banks that made the bids that were accepted by the Company by 12:30 p.m. Eastern time on the day the bids were made. Such notice shall be in the form of Exhibit C hereto or by telephone confirmed in writing in the form of Exhibit CBorrower may request, and a copy thereof shall be provided to the Administrative Agent provided that the copy submitted to the Administrative Agent shall not include bid rates or loan pricing information. The Interest Period may, at the Company's option, extend beyond the Termination Date provided that (i) no Bank is thereby required to extend the Termination Date or renew this Agreement and (ii) if any Bank does noteach Syndicated Lender, in its sole discretion, extendmay agree to make, renew, or otherwise continue its commitment on or before the Termination Date then the balance of all Bid Rate Loans made by Advances in accordance with the terminating Bank will be due and payable on the Termination Date and the Company will pay all costs relating following procedure: (a) In order to prepayment of request Bid Rate Loans as set forth in Section 2.11. Notwithstanding Bids, Borrower shall telecopy to the above, if any Bank gives the Company notice that the Bank does not intend to make Administrative Agent a duly completed Bid Rate Loans in excess of the Bank's Commitment then, until such time as the Bank rescinds such notice, the Company will not be required to notify the subject Bank with respect to Bid Rate Loans that would exceed the Bank's Commitment. The notice and rescission described in this paragraph must be in writing, substantially Request in the form of Exhibit DD attached hereto (b) Each Syndicated Lender may, in its sole discretion, make one or more Bid Rate Bids (but not more than two) to Borrower responsive to a Bid Request. Each Bid Rate Bid by a Syndicated Lender must be received by the Administrative Agent via telecopy, substan tially in the form of Exhibit F attached hereto, not later than 12:00 Noon (Atlanta, Georgia time) one Business Day prior to the Business Day of the proposed Bid Rate Loan. Multiple bids (not to exceed two per Syndicated Lender) will be accepted by the Administrative Agent. Bid Rate Bids that do not conform substantially to the format of Exhibit F may be rejected by the Administrative Agent acting in consultation with Borrower, and will be effective three (3) Business Days after receiptthe Administrative Agent shall notify the Syndicated Lender making such nonconforming bid of such rejection as soon as practicable. All notices by the Company Each Bid Rate Bid shall refer to any Bank provided for above shall be sent by facsimile or if agreed to by the recipient Bank, by e-mail to the e-mail address specified by such Bank, this Agreement and shall be effective only upon receipt. Notices to the Banks shall be directed as provided in the Bank notice profile attached as Exhibit E. All notices by any Bank to the Company provided for above shall be sent by facsimile or by e-mail to the Company at the e-mail address specified on the signature page for the Company, and shall be effective only upon receipt. Not later than 3:00 p.m. Eastern time on the date (which must be a Business Day) a Loan is to be made: specify (i) each Bank, the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $500,000 and which may equal the case of a Base Rate or LIBOR Loan, shall make available directly to the Company its share of the Loan; and (ii) the Bank or Banks whose bid(s) were accepted shall, in the case of Bid Rate Loans, make available directly to the Company the entire principal amount of the Bid Rate Loan requested by Borrower) of the Bid Rate Advance or Advances that the Syndicated Lender is willing to make to Borrower, (ii) the Bid Rate or Rates at which the Syndicated Lender is prepared to make the Bid Rate Advance or Advances, and (iii) the Interest Period and the last day thereof. If any Syndicated Lender shall elect not to make a Bid Rate Bid, such Bank or Banks agreed Syndicated Lender shall so notify the Administrative Agent via telecopy by the time specified above for submitting a Bid Rate Bid; provided, however, that failure by any Syndicated Lender to makegive such notice shall not cause such Syndicated Lender to be obligated to make any Bid Rate Advance as part of such Bid Rate Loan. A Bid Rate Bid submit ted xx a Syndicated Lender pursuant to this paragraph (b) shall be irrevocable (absent manifest error). (c) The Administrative Agent shall promptly notify each Bank Borrower by telecopy of its pro rata share all the Bid Rate Bids made, the Bid Rate and the principal amount of each Base Bid Rate or LIBOR Loan. Such notice shall be given by facsimile no later than 1:00 p.m. Eastern time on, Advance in respect of which a Bid Rate Bid was made and the case of each Base Rate Loan, the date such Loan is to be made and, in the case of each LIBOR Loan, the date that is three Business Days prior to the date such Loan is to be made. Loans will be made available either by credit to an account maintained by the Company with the Bank or by wire transfer to: (a) such account or accounts as may be authorized on forms supplied by the Bank; or (b) in the absence of such authorization, to Crestar Bank, ABA No. 000000000, account of Southern States Cooperative, Incorporated Account No. 0000000 or such replacement account as the Company shall specify by notice to each identity of the Banks.Syndicated Lender that made

Bid Rate Loans. In (a) When Borrower has the event Credit Rating required by Section 2.01(c) and wishes to request offers from the Company desires a Banks to make Bid Rate LoanLoans, it shall notify each of the Banks of such fact transmit to Administrative Agent by 11:00 a.m. Eastern time on the date such Loan is proposed to be made. Such notice shall be facsimile a request (a "Bid Rate Quote Request") substantially in the form of Exhibit A or by telephone confirmed in writing in EXHIBIT G-1 so as to be received not later than 10:30 a.m. (New York time) on the form of Exhibit A and shall specify fourth Banking Day prior to the amount date for funding of the Loan and Bid Rate Loan(s) proposed therein, specifying: (1) the proposed maturity date for such Loan, which maturity date shall not in any event exceed the date which is two hundred seventy (270) days from the date of the making funding of such Bid Rate Loan Loan(s), which shall be a Banking Day; (2) the "Bid Rate Maturity Date"). If the Company desires more than one Bid Rate Loan with different Bid Rate Maturity Dates, it may so request in its notice. However, the maximum number of amounts and Bid Rate Maturities for which bids may be sought on any day may not exceed five and the Company may not solicit bids from the Banks for Bid Rate Loans more than three times per week. In the event a Bank, in its sole discretion in each instance, desires to bid on one or more aggregate amount of the Bid Rate Loans or on requested, which shall be at least Twenty Five Million Dollars ($25,000,000) and an integral multiple of One Million Dollars ($1,000,000); and (3) the duration of the Interest Period(s) applicable thereto, subject to the provisions of the definition of "Interest Period" in Section 1.01. Borrower may request offers to make Bid Rate Loans for more than one (1) Interest Period in a part single Bid Rate Quote Request. No Bid Rate Quote Request may be submitted by Borrower sooner than seven (7) calendar days after the submission of one or more any other Bid Rate Quote Request. (b) Promptly upon receipt of such Loans, it shall, on or before 11:45 a.m. Eastern time on the day that a Bid Rate Loan is Quote Request, Administrative Agent shall send to be made notify the Company of such fact in the form attached hereto as Exhibit B or Banks by telephone confirmed in writing facsimile an invitation (an "Invitation for Bid Rate Quotes") substantially in the form of Exhibit B. No Bank may bid more than three times per week. With respect EXHIBIT G-2, which shall constitute an invitation by Borrower to the Banks to submit Bid Rate Loans, no Bank may bid an amount which exceeds the projected aggregate Unused Commitments of all of the Banks, calculated as provided in Section 2.01. The Company shall disregard any quote which is received late. If the Company desires Quotes offering to accept one or more of the bids, it shall furnish notice of such fact to the Bank or Banks that made the bids that were accepted by the Company by 12:30 p.m. Eastern time on the day the bids were made. Such notice shall be in the form of Exhibit C hereto or by telephone confirmed in writing in the form of Exhibit C, and a copy thereof shall be provided to the Administrative Agent provided that the copy submitted to the Administrative Agent shall not include bid rates or loan pricing information. The Interest Period may, at the Company's option, extend beyond the Termination Date provided that (i) no Bank is thereby required to extend the Termination Date or renew this Agreement and (ii) if any Bank does not, in its sole discretion, extend, renew, or otherwise continue its commitment on or before the Termination Date then the balance of all make Bid Rate Loans made by the terminating Bank will be due and payable on the Termination Date and the Company will pay all costs relating to prepayment of which such Bid Rate Loans as set forth Quote Request relates in accordance with this Section 2.11. Notwithstanding the above, if any 2.02. (1) Each Bank gives the Company notice that the Bank does not intend may submit a Bid Rate Quote containing an offer or offers to make Bid Rate Loans in excess response to any Invitation for Bid Rate Quotes. Each Bid Rate Quote must comply with the requirements of this paragraph (c) and must be submitted to Administrative Agent by facsimile not later than 10:00 a.m. (New York time) on the third Banking Day prior to the proposed date of the Bank's Commitment then, until such time as Bid Rate Loan(s); provided that Bid Rate Quotes submitted by the Bank rescinds serving as Administrative Agent (or any Affiliate of the Bank serving as Administrative Agent) in its capacity as a Bank may be submitted, and may only be submitted, if the Bank serving as Administrative Agent or such notice, Affiliate notifies Borrower of the Company will terms of the offer or offers contained therein not later than fifteen (15) minutes prior to the deadline for the other Banks. Any Bid Rate Quote so made shall (subject to Borrower's satisfaction of the conditions precedent set forth in this Agreement to its entitlement to an advance) be required to notify irrevocable except with the subject Bank with respect to written consent of Administrative Agent given on the instructions of Borrower. Bid Rate Loans that would exceed the to be funded pursuant to a Bid Rate Quote may, as provided in Section 12.16, be funded by a Bank's CommitmentDesignated Lender. The notice and rescission described A Bank making a Bid Rate Quote shall specify in this paragraph must its Bid Rate Quote whether the related Bid Rate Loans are intended to be funded by such Bank's Designated Lender, as provided in Section 12.16. (2) Each Bid Rate Quote shall be in writing, substantially in the form of Exhibit D, and will be effective three (3) Business Days after receipt. All notices by the Company to any Bank provided for above shall be sent by facsimile or if agreed to by the recipient Bank, by e-mail to the e-mail address specified by such Bank, EXHIBIT G-3 and shall be effective only upon receipt. Notices to the Banks shall be directed as provided in the Bank notice profile attached as Exhibit E. All notices by any Bank to the Company provided for above shall be sent by facsimile or by e-mail to the Company at the e-mail address specified on the signature page for the Company, and shall be effective only upon receipt. Not later than 3:00 p.m. Eastern time on the date (which must be a Business Day) a Loan is to be made: case specify: (i) each Bank, in the case proposed date of a Base Rate or LIBOR Loan, shall make available directly to the Company its share funding of the Loan; and Bid Rate Loan(s); (ii) the Bank or Banks whose bid(s) were accepted shall, in the case of Bid Rate Loans, make available directly to the Company the principal amount of the Bid Rate Loan(s) for which each such offer is being made, which principal amount (w) may be greater than or less than the applicable Loan Commitment of the quoting Bank, (x) must be in the aggregate at least Five Million Dollars ($5,000,000) and an integral multiple of One Hundred Thousand Dollars ($100,000), (y) may not exceed the principal amount of Bid Rate Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Bid Rate Loans for which offers being made by such quoting Bank may be accepted; (iii) the margin above or Banks agreed below the applicable LIBOR Interest Rate (the "LIBOR Bid Margin") offered for each such Bid Rate Loan, expressed as a percentage per annum (specified to makethe nearest 1/1,000th of 1%) to be added to (or subtracted from) the applicable LIBOR Interest Rate; (iv) the applicable Interest Period; and (v) the identity of the quoting Bank. The A Bid Rate Quote may set forth up to three (3) separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Bid Rate Quotes. (3) Any Bid Rate Quote shall be disregarded if it: (i) is not substantially in conformity with EXHIBIT G-3 or does not specify all of the information required by sub-paragraph (c)(2) above; (ii) contains qualifying, conditional or similar language (except for an aggregate limitation as provided in subparagraph (c)(2)(ii) above); (iii) proposes terms other than or in addition to those set forth in the applicable Invitation for Bid Rate Quotes (except for an aggregate limitation as provided in subparagraph (c)(2)(ii) above); or (iv) arrives after the time set forth in sub-paragraph (c)(1) above. (d) Administrative Agent shall notify each Bank of its pro rata share of each Base Rate or LIBOR Loan. Such notice shall be given by facsimile no later than 1:00 p.m. Eastern time on, 10:15 a.m. (New York City time) on the third Banking Day prior to the proposed date for the requested Bid Rate Loan notify Borrower in writing of the terms of any Bid Rate Quote submitted by a Bank that is in accordance with paragraph (c). Any subsequent Bid Rate Quote shall be disregarded by Administrative Agent unless such subsequent Bid Rate Quote is submitted solely to correct a manifest error in such former Bid Rate Quote. Administrative Agent's notice to Borrower shall specify (A) the aggregate principal amount of Bid Rate Loans for which offers have been received for each Interest Period specified in the case related Bid Rate Quote Request, (B) the respective principal amounts and LIBOR Bid Margins so offered and (C) if applicable, limitations on the aggregate principal amount of each Base Bid Rate Loans for which offers in any single Bid Rate Quote may be accepted. (e) Not later than 11:00 a.m. (New York time) on the third Banking Day prior to the proposed date of funding of the Bid Rate Loan, Borrower shall notify Administrative Agent of its acceptance or non-acceptance of the date offers so notified to it pursuant to paragraph (d). A notice of acceptance shall be substantially in the form of EXHIBIT G-4 and shall specify the aggregate principal amount of offers for each Interest Period that are accepted. Borrower may accept any Bid Rate Quote in whole or in part; provided that: (i) the principal amount of each Bid Rate Loan may not exceed the applicable amount set forth in the related Bid Rate Quote Request or be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Hundred Thousand Dollars ($100,000); (ii) acceptance of offers with respect to a particular Interest Period may only be made on the basis of ascending LIBOR Bid Margins offered for such Loan Interest Period from the lowest effective cost; and (iii) Borrower may not accept any offer that is described in subparagraph (c)(3) or that otherwise fails to comply with the requirements of this Agreement. (f) If offers are made by two (2) or more Banks with the same LIBOR Bid Margins, for a greater aggregate principal amount than the amount in respect of which such offers are permitted to be made and, in accepted for the case of each LIBOR Loanrelated Interest Period, the date that is three Business Days prior principal amount of Bid Rate Loans in respect of which such offers are accepted shall be allocated by Administrative Agent among such Banks as nearly as possible (in multiples of One Hundred Thousand Dollars ($100,000), as Administrative Agent may deem appropriate) in proportion to the date aggregate principal amounts of such Loan is to offers. Administrative Agent shall promptly (and in any event within one (1) Banking Day after such offers are accepted) notify Borrower and each such Bank in writing of any such allocation of Bid Rate Loans. Determinations by Administrative Agent of the allocation of Bid Rate Loans shall be made. Loans will be made available either by credit to an account maintained by the Company with the Bank or by wire transfer to: (a) such account or accounts as may be authorized on forms supplied by the Bank; or (b) conclusive in the absence of manifest error. (g) In the event that Borrower accepts the offer(s) contained in one (1) or more Bid Rate Quotes in accordance with paragraph (e), the Bank(s) making such authorizationoffer(s) shall make a Bid Rate Loan in the accepted amount (as allocated, if necessary, pursuant to Crestar Bankparagraph (f)) on the date specified therefor, ABA No. 000000000in accordance with the procedures specified in Section 2.05. (h) Notwithstanding anything to the contrary contained herein, account of Southern States Cooperative, Incorporated Account No. 0000000 or such replacement account as the Company each Bank shall specify by notice be required to each fund its Pro Rata Share of the BanksAvailable Total Loan Commitment in accordance with Section 2.01(b) despite the fact that any Bank's Loan Commitment may have been or may be exceeded as a result of such Bank's making Bid Rate Loans. (i) A Bank who is notified that it has been selected to make a Bid Rate Loan as provided above may designate its Designated Lender (if any) to fund such Bid Rate Loan on its behalf, as described in Section 12.

Bid Rate Loans. In (a) So long as Borrower has an Investment Grade Rating and wishes to request offers from the event the Company desires a Ratable Loan Banks to make Bid Rate LoanLoans, it shall notify each of the Banks of such fact transmit to Administrative Agent by 11:00 a.m. Eastern time on the date such Loan is proposed to be made. Such notice shall be facsimile a request (a “Bid Rate Quote Request”) substantially in the form of Exhibit A or by telephone confirmed in writing in EXHIBIT G-1 so as to be received not later than 10:30 a.m. (New York time) on the form of Exhibit A and shall specify fourth Banking Day prior to the amount date for funding of the Loan and Bid Rate Loan(s) proposed therein, specifying: (1) the proposed maturity date for such Loan, which maturity date shall not in any event exceed the date which is two hundred seventy (270) days from the date of the making funding of such Bid Rate Loan Loan(s), which shall be a Banking Day; (2) the "Bid Rate Maturity Date"). If the Company desires more than one Bid Rate Loan with different Bid Rate Maturity Dates, it may so request in its notice. However, the maximum number of amounts and Bid Rate Maturities for which bids may be sought on any day may not exceed five and the Company may not solicit bids from the Banks for Bid Rate Loans more than three times per week. In the event a Bank, in its sole discretion in each instance, desires to bid on one or more aggregate amount of the Bid Rate Loans or on a part requested, which shall be at least Five Million Dollars ($5,000,000) and an integral multiple of one or more One Million Dollars ($1,000,000); (3) the prepayment terms of such Bid Rate Loan(s), which, if not specified, shall have the same prepayment terms as Ratable Loans; and ​ (4) the duration of the Interest Period(s) applicable thereto, it shall, on or before 11:45 a.m. Eastern time on subject to the day that provisions of the definition of “Interest Period” in Section 1.01. Borrower may request offers to make Bid Rate Loans for more than one (1) Interest Period in a single Bid Rate Quote Request. No Bid Rate Quote Request may be submitted by Borrower sooner than seven (7) calendar days after the submission of any other Bid Rate Quote Request. (b) Promptly upon receipt of a Bid Rate Quote Request, Administrative Agent shall send to the Ratable Loan is to be made notify the Company of such fact in the form attached hereto as Exhibit B or Banks by telephone confirmed in writing facsimile an invitation (an “Invitation for Bid Rate Quotes”) substantially in the form of Exhibit B. No Bank may bid more than three times per week. With respect EXHIBIT G-2, which shall constitute an invitation by Borrower to the Ratable Loan Banks to submit Bid Rate Loans, no Bank may bid an amount which exceeds the projected aggregate Unused Commitments of all of the Banks, calculated as provided in Section 2.01. The Company shall disregard any quote which is received late. If the Company desires Quotes offering to accept one or more of the bids, it shall furnish notice of such fact to the Bank or Banks that made the bids that were accepted by the Company by 12:30 p.m. Eastern time on the day the bids were made. Such notice shall be in the form of Exhibit C hereto or by telephone confirmed in writing in the form of Exhibit C, and a copy thereof shall be provided to the Administrative Agent provided that the copy submitted to the Administrative Agent shall not include bid rates or loan pricing information. The Interest Period may, at the Company's option, extend beyond the Termination Date provided that (i) no Bank is thereby required to extend the Termination Date or renew this Agreement and (ii) if any Bank does not, in its sole discretion, extend, renew, or otherwise continue its commitment on or before the Termination Date then the balance of all make Bid Rate Loans made by the terminating Bank will be due and payable on the Termination Date and the Company will pay all costs relating to prepayment of which such Bid Rate Loans as set forth Quote Request relates in accordance with this Section 2.11. Notwithstanding the above, if any 2.02. (1) Each Ratable Loan Bank gives the Company notice that the Bank does not intend may submit a Bid Rate Quote containing an offer or offers to make Bid Rate Loans in excess response to any Invitation for Bid Rate Quotes. Each Bid Rate Quote must comply with the requirements of this paragraph (c) and must be submitted to Administrative Agent by facsimile not later than 10:00 a.m. (New York time) on the third Banking Day prior to the proposed date of the Bank's Commitment then, until such time Bid Rate Loan(s); provided that Bid Rate Quotes submitted by the Ratable Loan Bank serving as Administrative Agent (or any Affiliate of the Bank rescinds serving as Administrative Agent) in its capacity as a Ratable Loan Bank may be submitted, and may only be submitted, if the Ratable Loan Bank serving as Administrative Agent or such notice, Affiliate notifies Borrower of the Company will terms of the offer or offers contained therein not later than fifteen (15) minutes prior to the deadline for the other Ratable Loan Banks. Any Bid Rate Quote so made shall (subject to Borrower’s satisfaction of the conditions precedent set forth in this Agreement to its entitlement to an advance) be required to notify irrevocable except with the subject Bank with respect to written consent of Administrative Agent given on the instructions of Borrower. Bid Rate Loans that would exceed to be funded pursuant to a Bid Rate Quote may, as provided in Section 12.16, be funded by a Ratable Loan Bank’s Designated Lender. A Ratable Loan Bank making a Bid Rate Quote shall specify in its Bid Rate Quote whether the related Bid Rate Loans are intended to be funded by such Ratable Loan Bank's Commitment. The notice and rescission described ’s Designated Lender, as provided in this paragraph must Section 12.16. (2) Each Bid Rate Quote shall be in writing, substantially in the form of Exhibit D, and will be effective three (3) Business Days after receipt. All notices by the Company to any Bank provided for above shall be sent by facsimile or if agreed to by the recipient Bank, by e-mail to the e-mail address specified by such Bank, EXHIBIT G-3 and shall be effective only upon receipt. Notices to the Banks shall be directed as provided in the Bank notice profile attached as Exhibit E. All notices by any Bank to the Company provided for above shall be sent by facsimile or by e-mail to the Company at the e-mail address specified on the signature page for the Company, and shall be effective only upon receipt. Not later than 3:00 p.m. Eastern time on the date (which must be a Business Day) a Loan is to be made: case specify: (i) each Bank, in the case proposed date of a Base Rate or LIBOR Loan, shall make available directly to the Company its share funding of the Loan; and Bid Rate Loan(s); (ii) the Bank or Banks whose bid(s) were accepted shall, in the case of Bid Rate Loans, make available directly to the Company the principal amount of the Bid Rate Loan(s) for which each such offer is being made, which principal amount (w) may be greater than or less than the applicable Ratable Loan which such Bank or Banks agreed to make. The Administrative Agent shall notify each Bank Commitment of its pro rata share of each Base Rate or LIBOR Loan. Such notice shall the quoting Ratable Loan Bank, (x) must be given by facsimile no later than 1:00 p.m. Eastern time on, in the case aggregate at least Five Million Dollars ($5,000,000) and an integral multiple of One Hundred Thousand Dollars ($100,000), (y) may not exceed the principal amount of Bid Rate Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Bid Rate Loans for which offers being made by such quoting Ratable Loan Bank may be accepted; (iii) the margin above or below the applicable LIBOR Interest RateTerm SOFR (the “LIBORTerm SOFR Bid Margin”) offered for each Base such Bid Rate Loan, expressed as a percentage per annum (specified to the date such Loan is nearest 1/1,000th of 1%) to be made and, added to (or subtracted from) the applicable LIBOR Interest RateTerm SOFR; (iv) the applicable Interest Period; and ​ (v) the identity of the quoting Ratable Loan Bank. A Bid Rate Quote may set forth up to five (5) separate offers by the quoting Ratable Loan Bank with respect to each Interest Period specified in the case of each LIBOR Loan, the date that related Invitation for Bid Rate Quotes. (3) Any Bid Rate Quote shall be disregarded if it: (i) (vi) is three Business Days prior to the date such Loan is to be made. Loans will be made available either by credit to an account maintained by the Company not substantially in conformity with the Bank EXHIBIT G-3 or by wire transfer to: (a) such account or accounts as may be authorized on forms supplied by the Bank; or (b) in the absence of such authorization, to Crestar Bank, ABA No. 000000000, account of Southern States Cooperative, Incorporated Account No. 0000000 or such replacement account as the Company shall does not specify by notice to each all of the Banks.information required by sub-paragraph (c)(2) above;

Bid Rate Loans. In (a) After the event Trust receives an Investment Grade Rating, and so long as it maintains such Investment Grade Rating, in addition to Borrowings of Revolving Loans, at any time and from time to time during the Company desires a Bid Rate Loan, it shall notify each of the Banks of such fact by 11:00 a.m. Eastern time on the date such Loan is proposed to be made. Such notice shall be in the form of Exhibit A or by telephone confirmed in writing in the form of Exhibit A and shall specify the amount of the Loan and the proposed maturity date for such Loan, which maturity date shall not in any event exceed the date which is two hundred seventy (270) days period from the date of Effective Date to but excluding the making of such Bid Rate Loan (the "Bid Rate Maturity Date"). If the Company desires more than one Bid Rate Loan with different Bid Rate Maturity Dates, it may so request in its notice. However, the maximum number of amounts and Bid Rate Maturities for which bids may be sought on any day may not exceed five and the Company may not solicit bids from the Banks for Bid Rate Loans more than three times per week. In the event a Bank, in its sole discretion in each instance, desires to bid on one or more of the Bid Rate Loans or on a part of one or more of such Loans, it shall, on or before 11:45 a.m. Eastern time on the day that a Bid Rate Loan is to be made notify the Company of such fact in the form attached hereto as Exhibit B or by telephone confirmed in writing in the form of Exhibit B. No Bank may bid more than three times per week. With respect to Bid Rate Loans, no Bank may bid an amount which exceeds the projected aggregate Unused Commitments of all of the Banks, calculated as provided in Section 2.01. The Company shall disregard any quote which is received late. If the Company desires to accept one or more of the bids, it shall furnish notice of such fact to the Bank or Banks that made the bids that were accepted by the Company by 12:30 p.m. Eastern time on the day the bids were made. Such notice shall be in the form of Exhibit C hereto or by telephone confirmed in writing in the form of Exhibit C, and a copy thereof shall be provided to the Administrative Agent provided that the copy submitted to the Administrative Agent shall not include bid rates or loan pricing information. The Interest Period Borrower may, at the Company's option, extend beyond the Termination Date provided that (i) no Bank is thereby required to extend the Termination Date or renew this Agreement and (ii) if any Bank does not, in its sole discretion, extend, renew, or otherwise continue its commitment on or before the Termination Date then the balance of all Bid Rate Loans made by the terminating Bank will be due and payable on the Termination Date and the Company will pay all costs relating to prepayment of Bid Rate Loans as set forth in Section 2.11. Notwithstanding this Section, request the above, if any Bank gives the Company notice that the Bank does not intend Lenders to make offers to make Bid Rate Loans to the Borrower in excess dollars. The Lenders may, but shall have no obligation to, make such offers and the Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this Section. (b) When the Borrower wishes to request from the Lenders offers to make Bid Rate Loans, it shall give the Administrative Agent notice (a “Bid Rate Quote Request”) so as to be received no later than 10:00 a.m., New York City time, on (x) the Business Day immediately preceding the date of borrowing proposed therein, in the Bank's Commitment thencase of an Absolute Rate Auction and (y) the date four Business Days prior to the proposed date of borrowing, until such time as in the Bank rescinds such notice, case of a LIBO Auction. The Administrative Agent shall deliver to each Lender a copy of each Bid Rate Quote Request promptly upon receipt thereof by the Company will not be required Administrative Agent. The Borrower may request offers to notify the subject Bank with respect to make Bid Rate Loans for up to 4 different Interest Periods in each Bid Rate Quote Request; provided that would exceed the Bank's Commitmentrequest for each separate Interest Period shall be deemed to be a separate Bid Rate Quote Request for a separate borrowing (a “Bid Rate Borrowing”). The notice and rescission described in this paragraph must Each Bid Rate Quote Request shall be in writing, substantially in the form of Exhibit DG and shall specify as to each Bid Rate Borrowing: (i) the proposed date of such Bid Rate Borrowing, which shall be a Business Day; (ii) the aggregate amount of such Bid Rate Borrowing requested, which (x) shall be in the minimum amount of $5,000,000 and will integral multiples of $1,000,000 and (y) shall not itself cause any of the limits specified in Section 2.01 (b) to be effective violated if it were accepted and shall not cause the outstanding amount of Bid Rate Loans to exceed fifty percent (50%) of the total Commitment if it were accepted; (iii) whether the Bid Rate Quote Request is for LIBO Margin Loans or Absolute Rate Loans; and (iv) the duration of the Interest Period applicable thereto, which shall not extend beyond the Maturity Date. Except as otherwise provided in this subsection (b), no Bid Rate Quote Request shall be given within five (5) Business Days (or such other number of days as the Borrower and the Administrative Agent, with the consent of the Required Lenders, may agree) of the giving of any other Bid Rate Quote Request. (c) Bid Rate Quotes. (i) Each Lender may submit one or more Bid Rate Quotes, each containing an offer to make a Bid Rate Loan in response to any Bid Rate Quote Request; provided that, if the Borrower’s request under Section 2.05(b) specified more than one Interest Period, such Lender may make a single submission containing one or more Bid Rate Quotes for each such Interest Period. Each Bid Rate Quote must be submitted to the Administrative Agent not later than 10:00 a.m., New York City time, (x) on the proposed date of borrowing, in the case of an Absolute Rate Auction and (y) on the date three (3) Business Days after receipt. All notices by the Company to any Bank provided for above shall be sent by facsimile or if agreed to by the recipient Bank, by e-mail prior to the e-mail address specified by such Bank, and shall be effective only upon receipt. Notices to the Banks shall be directed as provided in the Bank notice profile attached as Exhibit E. All notices by any Bank to the Company provided for above shall be sent by facsimile or by e-mail to the Company at the e-mail address specified on the signature page for the Company, and shall be effective only upon receipt. Not later than 3:00 p.m. Eastern time on the proposed date (which must be a Business Day) a Loan is to be made: (i) each Bankof borrowing, in the case of a Base LIBO Auction; provided that the Lender then acting as Administrative Agent may submit a Bid Rate or LIBOR Loan, shall make available directly to Quote only if it notifies the Company its share Borrower of the Loan; and terms of the offer contained therein not later than 9:00 a.m., New York City time, (iix) on the Bank or Banks whose bid(s) were accepted shallproposed date of such borrowing, in the case of an Absolute Rate Auction and (y) on the date three (3) Business Days prior to the proposed date of borrowing, in the case of a LIBO Auction. Subject to Articles IV and VII, any Bid Rate LoansQuote so made shall be irrevocable except with the consent of the Administrative Agent (not to be unreasonably withheld or delayed) given at the request of the Borrower. Any Bid Rate Loan may be funded by a Lender’s Designated Lender (if any) as provided in Section 9.04(e); however, make available directly such Lender shall not be required to specify in its Bid Rate Quote whether such Bid Rate Loan will be funded by such Designated Lender. (ii) Each Bid Rate Quote shall be substantially in the Company form of Exhibit H and shall specify: (A) the proposed date of borrowing and the Interest Period therefor; (B) whether (and if so under what circumstances) the Bid Rate Loan will be subject to prepayment; (C) the principal amount of the Bid Rate Loan for which each such Bank or Banks agreed offer is being made; provided that the aggregate principal amount of all Bid Rate Loans for which a Lender submits Bid Rate Quotes may be for a principal amount not to make. The Administrative Agent exceed the unused Commitment of such Lender provided, however, that such Lender’s advance shall notify each Bank of not reduce such Lender’s obligation to lend its pro rata share of each Base Rate or LIBOR Loan. Such notice shall be given by facsimile no later than 1:00 p.m. Eastern time on, such unused Commitment; (D) in the case of each Base an Absolute Rate LoanAuction, the date fixed rate of interest per annum (rounded upwards, if necessary, to the nearest 1/100th of 1%) offered for each such Bid Rate Loan is to be made and, (the “Absolute Rate”); (E) in the case of a LIBOR Auction, the margin above or below applicable LIBO (the “LIBO Margin”) offered for each LIBOR such LIBO Margin Loan, the date that is three Business Days prior expressed as a percentage (rounded upwards, if necessary, to the date such Loan is nearest 1/100th of 1%) to be madeadded to (or subtracted from) the applicable Adjusted LIBO Rate; and (F) the identity of the quoting Lender. Loans will be made available either by credit to an account maintained Unless otherwise agreed by the Company with Administrative Agent and the Bank Borrower, no Bid Rate Quote shall contain qualifying, conditional or by wire transfer to: (a) such account similar language or accounts as propose terms other than or in addition to those set forth in the applicable Bid Rate Quote Request and, in particular, no Bid Rate Quote may be authorized on forms supplied conditioned upon acceptance by the Bank; Borrower of all (or (bsome specified minimum) in the absence of such authorization, to Crestar Bank, ABA No. 000000000, account of Southern States Cooperative, Incorporated Account No. 0000000 or such replacement account as the Company shall specify by notice to each of the Banksprincipal amount of the Bid Rate Loan for which such Bid Rate Quote is being made.

Bid Rate Loans. In (a) When Borrower wishes to request offers from the event the Company desires a Banks to make Bid Rate LoanLoans, it shall notify each of the Banks of such fact transmit to Administrative Agent by 11:00 a.m. Eastern time on the date such Loan is proposed to be made. Such notice shall be facsimile a request (a “Bid Rate Quote Request”) substantially in the form of Exhibit A or by telephone confirmed in writing EXHIBIT G-1 so as to be received not later than 12:00 Noon (New York time) on (x) the fifth Banking Day prior to the date for funding of the LIBOR Bid Rate Loan(s) proposed therein in the form case of Exhibit A and shall specify a LIBOR Auction or (y) the amount second Banking Day prior to the date for funding of the Loan and Absolute Bid Rate Loan(s) proposed therein in the case of an Absolute Rate Auction, specifying: (1) the proposed maturity date for such Loanof funding of the Bid Rate Loan(s), which maturity date shall not in any event exceed be a Banking Day; (2) the date which is two hundred seventy (270) days from the date of the making of such Bid Rate Loan (the "Bid Rate Maturity Date"). If the Company desires more than one Bid Rate Loan with different Bid Rate Maturity Dates, it may so request in its notice. However, the maximum number of amounts and Bid Rate Maturities for which bids may be sought on any day may not exceed five and the Company may not solicit bids from the Banks for Bid Rate Loans more than three times per week. In the event a Bank, in its sole discretion in each instance, desires to bid on one or more aggregate amount of the Bid Rate Loans requested, which shall be $10,000,000 or on a part larger integral multiple of $500,000; (3) the duration of the Interest Period(s) applicable thereto, subject to the provisions of the definition of “Interest Period” in Section 1.01 and the provisions of Section 2.05; and (4) whether the Bid Rate Quotes requested are to set forth a LIBOR Bid Margin (to be used to compute the LIBOR Bid Rate) or an Absolute Bid Rate. Borrower may request offers to make Bid Rate Loans for more than one or (1) Interest Period in a single Bid Rate Quote Request. No more than two (2) Bid Rate Quote Requests may be submitted by Borrower during any calendar month and no more than twenty-four (24) Bid Rate Quote Requests per year may be submitted by Borrower. (b) Promptly (the same day, if possible) upon receipt of such Loans, it shall, on or before 11:45 a.m. Eastern time on the day that a Bid Rate Loan is Quote Request, Administrative Agent shall send to be made notify the Company of such fact in the form attached hereto as Exhibit B or Banks by telephone confirmed in writing facsimile an invitation (an “Invitation for Bid Rate Quotes”) substantially in the form of Exhibit B. No Bank may bid more than three times per week. With respect EXHIBIT G-2, which shall constitute an invitation by Borrower to the Banks to submit Bid Rate Loans, no Bank may bid an amount which exceeds the projected aggregate Unused Commitments of all of the Banks, calculated as provided in Section 2.01. The Company shall disregard any quote which is received late. If the Company desires Quotes offering to accept one or more of the bids, it shall furnish notice of such fact to the Bank or Banks that made the bids that were accepted by the Company by 12:30 p.m. Eastern time on the day the bids were made. Such notice shall be in the form of Exhibit C hereto or by telephone confirmed in writing in the form of Exhibit C, and a copy thereof shall be provided to the Administrative Agent provided that the copy submitted to the Administrative Agent shall not include bid rates or loan pricing information. The Interest Period may, at the Company's option, extend beyond the Termination Date provided that (i) no Bank is thereby required to extend the Termination Date or renew this Agreement and (ii) if any Bank does not, in its sole discretion, extend, renew, or otherwise continue its commitment on or before the Termination Date then the balance of all make Bid Rate Loans made by the terminating Bank will be due and payable on the Termination Date and the Company will pay all costs relating to prepayment of which such Bid Rate Loans as set forth Quote Request relates in Section 2.11. Notwithstanding the above, if any accordance with this Section. (1) Each Bank gives the Company notice that the Bank does not intend may submit a Bid Rate Quote containing an offer or offers to make Bid Rate Loans in excess response to any Invitation for Bid Rate Quotes. Each Bid Rate Quote must comply with the requirements of this paragraph (c) and must be submitted to Administrative Agent by facsimile not later than (x) 2:00 p.m. (New York time) on the fourth Banking Day prior to the proposed date of the Bank's Commitment then, until such time as the Bank rescinds such notice, the Company will not be required to notify the subject Bank with respect to LIBOR Bid Rate Loans that would exceed the Bank's Commitment. The notice and rescission described in this paragraph must be in writing, substantially in the form of Exhibit D, and will be effective three (3Loan(s) Business Days after receipt. All notices by the Company to any Bank provided for above shall be sent by facsimile or if agreed to by the recipient Bank, by e-mail to the e-mail address specified by such Bank, and shall be effective only upon receipt. Notices to the Banks shall be directed as provided in the Bank notice profile attached as Exhibit E. All notices by any Bank to the Company provided for above shall be sent by facsimile or by e-mail to the Company at the e-mail address specified on the signature page for the Company, and shall be effective only upon receipt. Not later than 3:00 p.m. Eastern time on the date (which must be a Business Day) a Loan is to be made: (i) each Bank, in the case of a Base Rate LIBOR Auction or LIBOR Loan, shall make available directly to (y) 9:30 a.m. (New York time) on the Company its share Banking Day immediately preceding the proposed date of the Loan; and (iiAbsolute Bid Rate Loan(s) the Bank or Banks whose bid(s) were accepted shall, in the case of an Absolute Rate Auction; provided that Bid Rate LoansQuotes submitted by Administrative Agent (or any Affiliate of Administrative Agent) in its capacity as a Bank may be submitted, make available directly and may only be submitted, if Administrative Agent or such Affiliate notifies Borrower of the terms of the offer or offers contained therein not later than (x) one (1) hour prior to the Company deadline for the other Banks in the case of a LIBOR Auction or (y) thirty (30) minutes prior to the deadline for the other Banks in the case of an Absolute Rate Auction. Any Bid Rate Quote so made shall (subject to Borrower’s satisfaction of the conditions precedent set forth in this Agreement to its entitlement to an advance) be irrevocable except with the written consent of Administrative Agent given on the instructions of Borrower. Bid Rate Loans to be funded pursuant to a Bid Rate Quote may, as provided in Section 12.16, be funded by a Bank’s Designated Lender. A Bank making a Bid Rate Quote shall, if then known, specify in its Bid Rate Quote whether the related Bid Rate Loans are intended to be funded by such Bank’s Designated Lender, as provided in Section 12.16, provided, however, that whether or not the same is specified in a Bank’s Bid Rate Quote, such Bank’s Bid Rate Loan(s) may be funded by its Designated Lender at the time of funding thereof. (2) Each Bid Rate Quote shall be in substantially the form of EXHIBIT G-3 and shall in any case specify: (i) the proposed date of funding of the Bid Rate Loan(s); (ii) the principal amount of the Bid Rate Loan(s) for which each such offer is being made, which principal amount (w) may be greater than or less than the Loan Commitment of the quoting Bank, (x) must be in the aggregate $10,000,000 or a larger integral multiple of $500,000, (y) may not exceed the principal amount of Bid Rate Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Bid Rate Loans for which offers being made by such quoting Bank or Banks agreed to make. The Administrative Agent shall notify each Bank of its pro rata share of each Base Rate or LIBOR Loan. Such notice shall may be given by facsimile no later than 1:00 p.m. Eastern time on, accepted; (iii) in the case of a LIBOR Auction, the margin above or below the applicable LIBOR Interest Rate (the “LIBOR Bid Margin”) offered for each Base such LIBOR Bid Rate Loan, expressed as a percentage per annum (specified to the date such Loan is nearest 1/1,000th of 1%) to be made and, added to (or subtracted from) the applicable LIBOR Interest Rate; (iv) in the case of each LIBOR Loanan Absolute Rate Auction, the date that rate of interest, expressed as a percentage per annum (specified to the nearest 1/1,000th of 1%) (the “Absolute Bid Rate”), offered for each such Absolute Bid Rate Loan; (v) the applicable Interest Period; and (vi) the identity of the quoting Bank. A Bid Rate Quote may set forth up to three (3) separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Bid Rate Quotes. (3) Any Bid Rate Quote shall be disregarded if it: (i) is three Business Days not substantially in conformity with EXHIBIT G-3 or does not specify all of the information required by sub-paragraph (c)(2) above; (ii) contains qualifying, conditional or similar language (except for an aggregate limitation as provided in sub-paragraph (c)(2)(ii) above); (iii) proposes terms other than or in addition to those set forth in the applicable Invitation for Bid Rate Quotes; or (iv) arrives after the time set forth in sub-paragraph (c)(1) above. (d) Administrative Agent shall (x) not later than 3:00 p.m. (New York time) on the fourth Banking Day prior to the proposed date of funding of the LIBOR Bid Rate Loan(s) in the case of a LIBOR Auction or (y) not later than 10:30 a.m. (New York time) on the Banking Day immediately preceding the proposed date of funding of the Absolute Bid Rate Loan(s) in the case of an Absolute Rate Auction, notify Borrower in writing of the terms of any Bid Rate Quote submitted by a Bank that is in accordance with paragraph (c). In addition, Administrative Agent shall, on the Banking Day of its receipt thereof, notify Borrower in writing of any Bid Rate Quote that amends, modifies or is otherwise inconsistent with a previous Bid Rate Quote submitted by such Bank with respect to the same Bid Rate Quote Request. Any such subsequent Bid Rate Quote shall be disregarded by Administrative Agent unless such subsequent Bid Rate Quote is submitted solely to correct a manifest error in such former Bid Rate Quote. Administrative Agent’s notice to Borrower shall specify (A) the aggregate principal amount of Bid Rate Loans for which offers have been received for each Interest Period specified in the related Bid Rate Quote Request, (B) the respective principal amounts, LIBOR Bid Margins and Absolute Bid Rates so offered and (C) if applicable, limitations on the aggregate principal amount of Bid Rate Loans for which offers in any single Bid Rate Quote may be accepted. (e) Not later than 9:30 a.m. (New York time) on (x) the third Banking Day prior to the proposed date of funding of the LIBOR Bid Rate Loan is in the case of a LIBOR Auction or (y) the Banking Day immediately preceding the proposed date of funding of the Absolute Bid Rate Loan in the case of an Absolute Rate Auction, Borrower shall notify Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to paragraph (d). If Borrower fails to notify Administrative Agent of its acceptance of such offers, it shall be madedeemed to have rejected such offers. Loans will A notice of acceptance shall be substantially in the form of EXHIBIT G-4 and shall specify the aggregate principal amount of offers for each Interest Period that are accepted. Borrower may accept any Bid Rate Quote in whole or in part; provided that: (i) the principal amount of each Bid Rate Loan may not exceed the applicable amount set forth in the related Bid Rate Quote Request or be less than $500,000 per Bank and shall be an integral multiple of $100,000; (ii) acceptance of offers with respect to a particular Interest Period may only be made available either by credit on the basis of ascending LIBOR Bid Margins or Absolute Bid Rates, as the case may be, offered for such Interest Period from the lowest effective cost; and (iii) Borrower may not accept any offer that is described in sub-paragraph (c)(3) or that otherwise fails to an account maintained by the Company comply with the requirements of this Agreement. (f) If offers are made by two (2) or more Banks with the same LIBOR Bid Margins or Absolute Bid Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Bid Rate Loans in respect of which such offers are accepted shall be allocated by Administrative Agent among such Banks as nearly as possible (in multiples of $100,000, as Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Administrative Agent shall promptly (and in any event within one (1) Banking Day after such offers are accepted) notify Borrower and each such Bank or in writing of any such allocation of Bid Rate Loans. Determinations by wire transfer to: (a) such account or accounts as may Administrative Agent of the allocation of Bid Rate Loans shall be authorized on forms supplied by the Bank; or (b) conclusive in the absence of manifest error. (g) In the event that Borrower accepts the offer(s) contained in one (1) or more Bid Rate Quotes in accordance with paragraph (e), the Bank(s) making such authorizationoffer(s) shall make a Bid Rate Loan in the accepted amount (as allocated, if necessary, pursuant to Crestar Bankparagraph (f)) on the date specified therefor, ABA No. 000000000in accordance with the procedures specified in Section 2.04, account of Southern States Cooperativeand such Bid Rate Loan shall bear interest at the accepted LIBOR Bid Rate or Absolute Bid Rate, Incorporated Account No. 0000000 or such replacement account as the Company case may be, for the applicable Interest Period. (h) Notwithstanding anything to the contrary contained herein, each Bank shall specify by notice be required to each fund its Pro Rata Share of the BanksAvailable Total Loan Commitment in accordance with Section 2.01(b) despite the fact that any Bank’s Loan Commitment may have been or may be exceeded as a result of such Bank’s making Bid Rate Loans. (i) A Bank who is notified that it has been selected to make a Bid Rate Loan as provided above may designate its Designated Lender (if any) to fund such Bid Rate Loan on its behalf, as described in Section 12.16. Any Designated Lender which funds a Bid Rate Loan shall on and after the time of such funding become the obligee under such Bid Rate Loan and be entitled to receive payment thereof when due. No Bank shall be relieved of its obligation to fund a Bid Rate Loan, and no Designated Lender shall assume such obligation, prior to the time the applicable Bid Rate Loan is funded. (j) Administrative Agent shall promptly notify each Bank which submitted a Bid Rate Quote of Borrower’s acceptance or non-acceptance thereof. At the request of any Bank which submitted a Bid Rate Quote, Administrative Agent will promptly notify all Banks which submitted Bid Rate Quotes of (a) the aggregate principal amount of, and (b) the range of Absolute Bid Rates or LIBOR Bid Margins of, the accepted Bid Rate Loans for each requested Interest Period.

Bid Rate Loans. In (a) When Borrower has the event Credit Rating required by Section 2.01(c) and wishes to request offers from the Company desires a Banks to make Bid Rate LoanLoans, it shall notify each of the Banks of such fact transmit to Administrative Agent by 11:00 a.m. Eastern time on the date such Loan is proposed to be made. Such notice shall be facsimile a request (a “Bid Rate Quote Request”) substantially in the form of Exhibit A or by telephone confirmed in writing in EXHIBIT G-1 so as to be received not later than 10:30 a.m. (New York time) on the form of Exhibit A and shall specify fourth Banking Day prior to the amount date for funding of the Loan and Bid Rate Loan(s) proposed therein, specifying: (1) the proposed maturity date for such Loan, which maturity date shall not in any event exceed the date which is two hundred seventy (270) days from the date of the making funding of such Bid Rate Loan Loan(s), which shall be a Banking Day; (2) the "Bid Rate Maturity Date"). If the Company desires more than one Bid Rate Loan with different Bid Rate Maturity Dates, it may so request in its notice. However, the maximum number of amounts and Bid Rate Maturities for which bids may be sought on any day may not exceed five and the Company may not solicit bids from the Banks for Bid Rate Loans more than three times per week. In the event a Bank, in its sole discretion in each instance, desires to bid on one or more aggregate amount of the Bid Rate Loans or on requested, which shall be at least Five Million Dollars ($5,000,000) and an integral multiple of One Million Dollars ($1,000,000); and (3) the duration of the Interest Period(s) applicable thereto, subject to the provisions of the definition of “Interest Period” in Section 1.01. Borrower may request offers to make Bid Rate Loans for more than one (1) Interest Period in a part single Bid Rate Quote Request. No Bid Rate Quote Request may be submitted by Borrower sooner than seven (7) calendar days after the submission of one or more any other Bid Rate Quote Request. (b) Promptly upon receipt of such Loans, it shall, on or before 11:45 a.m. Eastern time on the day that a Bid Rate Loan is Quote Request, Administrative Agent shall send to be made notify the Company of such fact in the form attached hereto as Exhibit B or Banks by telephone confirmed in writing facsimile an invitation (an “Invitation for Bid Rate Quotes”) substan­tially in the form of Exhibit B. No Bank may bid more than three times per week. With respect EXHIBIT G-2, which shall constitute an invitation by Borrower to the Banks to submit Bid Rate Loans, no Bank may bid an amount which exceeds the projected aggregate Unused Commitments of all of the Banks, calculated as provided in Section 2.01. The Company shall disregard any quote which is received late. If the Company desires Quotes offering to accept one or more of the bids, it shall furnish notice of such fact to the Bank or Banks that made the bids that were accepted by the Company by 12:30 p.m. Eastern time on the day the bids were made. Such notice shall be in the form of Exhibit C hereto or by telephone confirmed in writing in the form of Exhibit C, and a copy thereof shall be provided to the Administrative Agent provided that the copy submitted to the Administrative Agent shall not include bid rates or loan pricing information. The Interest Period may, at the Company's option, extend beyond the Termination Date provided that (i) no Bank is thereby required to extend the Termination Date or renew this Agreement and (ii) if any Bank does not, in its sole discretion, extend, renew, or otherwise continue its commitment on or before the Termination Date then the balance of all make Bid Rate Loans made by the terminating Bank will be due and payable on the Termination Date and the Company will pay all costs relating to prepayment of which such Bid Rate Loans as set forth Quote Request relates in accordance with this Section 2.11. Notwithstanding the above, if any 2.02. (1) Each Bank gives the Company notice that the Bank does not intend may submit a Bid Rate Quote containing an offer or offers to make Bid Rate Loans in excess response to any Invitation for Bid Rate Quotes. Each Bid Rate Quote must comply with the requirements of this paragraph (c) and must be submitted to Administrative Agent by facsimile not later than 10:00 a.m. (New York time) on the third Banking Day prior to the proposed date of the Bank's Commitment then, until such time as Bid Rate Loan(s); provided that Bid Rate Quotes submitted by the Bank rescinds serving as Administrative Agent (or any Affiliate of the Bank serving as Administrative Agent) in its capacity as a Bank may be submitted, and may only be submitted, if the Bank serving as Administrative Agent or such notice, Affiliate notifies Borrower of the Company will terms of the offer or offers contained therein not later than fifteen (15) minutes prior to the deadline for the other Banks. Any Bid Rate Quote so made shall (subject to Borrower’s satisfaction of the conditions precedent set forth in this Agreement to its entitlement to an advance) be required to notify irrevocable except with the subject Bank with respect to written consent of Administrative Agent given on the instructions of Borrower. Bid Rate Loans that would exceed to be funded pursuant to a Bid Rate Quote may, as provided in Section 12.16, be funded by a Bank’s Designated Lender. A Bank making a Bid Rate Quote shall specify in its Bid Rate Quote whether the related Bid Rate Loans are intended to be funded by such Bank's Commitment. The notice and rescission described ’s Designated Lender, as provided in this paragraph must Section 12.16. (2) Each Bid Rate Quote shall be in writing, substantially in the form of Exhibit D, and will be effective three (3) Business Days after receipt. All notices by the Company to any Bank provided for above shall be sent by facsimile or if agreed to by the recipient Bank, by e-mail to the e-mail address specified by such Bank, EXHIBIT G-3 and shall be effective only upon receipt. Notices to the Banks shall be directed as provided in the Bank notice profile attached as Exhibit E. All notices by any Bank to the Company provided for above shall be sent by facsimile or by e-mail to the Company at the e-mail address specified on the signature page for the Company, and shall be effective only upon receipt. Not later than 3:00 p.m. Eastern time on the date (which must be a Business Day) a Loan is to be made: case specify: (i) each Bank, in the case proposed date of a Base Rate or LIBOR Loan, shall make available directly to the Company its share funding of the Loan; and Bid Rate Loan(s); (ii) the Bank or Banks whose bid(s) were accepted shall, in the case of Bid Rate Loans, make available directly to the Company the principal amount of the Bid Rate Loan(s) for which each such offer is being made, which principal amount (w) may be greater than or less than the applicable Loan Commitment of the quoting Bank, (x) must be in the aggregate at least Five Million Dollars ($5,000,000) and an integral multiple of One Hundred Thousand Dollars ($100,000), (y) may not exceed the principal amount of Bid Rate Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Bid Rate Loans for which offers being made by such quoting Bank may be accepted; (iii) the margin above or Banks agreed below the applicable LIBOR Interest Rate (the “LIBOR Bid Margin”) offered for each such Bid Rate Loan, expressed as a percentage per annum (specified to makethe nearest 1/1,000th of 1%) to be added to (or subtracted from) the applicable LIBOR Interest Rate; (iv) the applicable Interest Period; and (v) the identity of the quoting Bank. The A Bid Rate Quote may set forth up to three (3) separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Bid Rate Quotes. (3) Any Bid Rate Quote shall be disregarded if it: (i) is not substantially in conformity with EXHIBIT G-3 or does not specify all of the information required by sub-paragraph (c)(2) above; (ii) contains qualifying, conditional or similar language (except for an aggregate limitation as provided in subparagraph (c)(2)(ii) above); (iii) proposes terms other than or in addition to those set forth in the applicable Invitation for Bid Rate Quotes (except for an aggregate limitation as provided in subparagraph (c)(2)(ii) above); or (iv) arrives after the time set forth in sub-paragraph (c)(1) above. (d) Administrative Agent shall notify each Bank of its pro rata share of each Base Rate or LIBOR Loan. Such notice shall be given by facsimile no later than 1:00 p.m. Eastern time on, 10:15 a.m. (New York City time) on the third Banking Day prior to the proposed date for the requested Bid Rate Loan notify Borrower in writing of the terms of any Bid Rate Quote submitted by a Bank that is in accordance with paragraph (c). Any subsequent Bid Rate Quote shall be disregarded by Administrative Agent unless such subsequent Bid Rate Quote is submitted solely to correct a manifest error in such former Bid Rate Quote. Administrative Agent’s notice to Borrower shall specify (A) the aggregate principal amount of Bid Rate Loans for which offers have been received for each Interest Period specified in the case related Bid Rate Quote Request, (B) the respective principal amounts and LIBOR Bid Margins so offered and (C) if applicable, limitations on the aggregate principal amount of each Base Bid Rate Loans for which offers in any single Bid Rate Quote may be accepted. (e) Not later than 11:00 a.m. (New York time) on the third Banking Day prior to the proposed date of funding of the Bid Rate Loan, Borrower shall notify Administrative Agent of its acceptance or non-acceptance of the date offers so notified to it pursuant to paragraph (d). A notice of acceptance shall be substantially in the form of EXHIBIT G-4 and shall specify the aggregate principal amount of offers for each Interest Period that are accepted. Borrower may accept any Bid Rate Quote in whole or in part; provided that: (i) the principal amount of each Bid Rate Loan may not exceed the applicable amount set forth in the related Bid Rate Quote Request or be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Hundred Thousand Dollars ($100,000); (ii) acceptance of offers with respect to a particular Interest Period may only be made on the basis of ascending LIBOR Bid Margins offered for such Loan Interest Period from the lowest effective cost; and (iii) Borrower may not accept any offer that is described in subparagraph (c)(3) or that otherwise fails to comply with the requirements of this Agreement. (f) If offers are made by two (2) or more Banks with the same LIBOR Bid Margins, for a greater aggregate principal amount than the amount in respect of which such offers are permitted to be made and, in accepted for the case of each LIBOR Loanrelated Interest Period, the date that is three Business Days prior principal amount of Bid Rate Loans in respect of which such offers are accepted shall be allocated by Administrative Agent among such Banks as nearly as possible (in multiples of One Hundred Thousand Dollars ($100,000), as Administrative Agent may deem appropriate) in proportion to the date aggregate principal amounts of such Loan is to offers. Administrative Agent shall promptly (and in any event within one (1) Banking Day after such offers are accepted) notify Borrower and each such Bank in writing of any such allocation of Bid Rate Loans. Determinations by Administrative Agent of the allocation of Bid Rate Loans shall be made. Loans will be made available either by credit to an account maintained by the Company with the Bank or by wire transfer to: (a) such account or accounts as may be authorized on forms supplied by the Bank; or (b) conclusive in the absence of manifest error. (g) In the event that Borrower accepts the offer(s) contained in one (1) or more Bid Rate Quotes in accordance with paragraph (e), the Bank(s) making such authorizationoffer(s) shall make a Bid Rate Loan in the accepted amount (as allocated, if necessary, pursuant to Crestar Bankparagraph (f)) on the date specified therefor, ABA No. 000000000in accordance with the procedures specified in Section 2.05. (h) Notwithstanding anything to the contrary contained herein, account of Southern States Cooperative, Incorporated Account No. 0000000 or such replacement account as the Company each Bank shall specify by notice be required to each fund its Pro Rata Share of the BanksAvailable Total Loan Commitment in accordance with Section 2.01(b) despite the fact that any Bank’s Loan Commitment may have been or may be exceeded as a result of such Bank’s making Bid Rate Loans. (i) A Bank who is notified that it has been selected to make a Bid Rate Loan as provided above may designate its Designated Lender (if any) to fund such Bid Rate Loan on its behalf, as described in Section 12.

Bid Rate Loans. In (a) When Borrower wishes to request offers from the event the Company desires a Banks to make Bid Rate LoanLoans, it shall notify each of the Banks of such fact transmit to Administrative Agent by 11:00 a.m. Eastern time on the date such Loan is proposed to be made. Such notice shall be facsimile a request (a "Bid Rate Quote Request") substantially in the form of Exhibit A or by telephone confirmed in writing EXHIBIT G-1 so as to be received not later than 12:00 Noon (New York time) on (x) the fifth Banking Day prior to the date for funding of the LIBOR Bid Rate Loan(s) proposed therein in the form case of Exhibit A and shall specify a LIBOR Auction or (y) the amount second Banking Day prior to the date for funding of the Loan and Absolute Bid Rate Loan(s) proposed therein in the case of an Absolute Rate Auction, specifying: (1) the proposed maturity date for such Loanof funding of the Bid Rate Loan(s), which maturity date shall not in any event exceed be a Banking Day; (2) the date which is two hundred seventy (270) days from the date of the making of such Bid Rate Loan (the "Bid Rate Maturity Date"). If the Company desires more than one Bid Rate Loan with different Bid Rate Maturity Dates, it may so request in its notice. However, the maximum number of amounts and Bid Rate Maturities for which bids may be sought on any day may not exceed five and the Company may not solicit bids from the Banks for Bid Rate Loans more than three times per week. In the event a Bank, in its sole discretion in each instance, desires to bid on one or more aggregate amount of the Bid Rate Loans requested, which shall be $20,000,000 or on a part larger integral multiple of $500,000; (3) the duration of the Interest Period(s) applicable thereto, subject to the provisions of the definition of "Interest Period" in Section 1.01 and the provisions of Section 2.05; and (4) whether the Bid Rate Quotes requested are to set forth a LIBOR Bid Margin (to be used to compute the LIBOR Bid Rate) or an Absolute Bid Rate. Borrower may request offers to make Bid Rate Loans for more than one or (1) Interest Period in a single Bid Rate Quote Request. No more than two (2) Bid Rate Quote Requests may be submitted by Borrower during any calendar month and no more than twenty-four (24) Bid Rate Quote Requests per year may be submitted by Borrower. (b) Promptly (the same day, if possible) upon receipt of such Loans, it shall, on or before 11:45 a.m. Eastern time on the day that a Bid Rate Loan is Quote Request, Administrative Agent shall send to be made notify the Company of such fact in the form attached hereto as Exhibit B or Banks by telephone confirmed in writing facsimile an invitation (an "Invitation for Bid Rate Quotes") substantially in the form of Exhibit B. No Bank may bid more than three times per week. With respect EXHIBIT G-2, which shall constitute an invitation by Borrower to the Banks to submit Bid Rate Loans, no Bank may bid an amount which exceeds the projected aggregate Unused Commitments of all of the Banks, calculated as provided in Section 2.01. The Company shall disregard any quote which is received late. If the Company desires Quotes offering to accept one or more of the bids, it shall furnish notice of such fact to the Bank or Banks that made the bids that were accepted by the Company by 12:30 p.m. Eastern time on the day the bids were made. Such notice shall be in the form of Exhibit C hereto or by telephone confirmed in writing in the form of Exhibit C, and a copy thereof shall be provided to the Administrative Agent provided that the copy submitted to the Administrative Agent shall not include bid rates or loan pricing information. The Interest Period may, at the Company's option, extend beyond the Termination Date provided that (i) no Bank is thereby required to extend the Termination Date or renew this Agreement and (ii) if any Bank does not, in its sole discretion, extend, renew, or otherwise continue its commitment on or before the Termination Date then the balance of all make Bid Rate Loans made by the terminating Bank will be due and payable on the Termination Date and the Company will pay all costs relating to prepayment of which such Bid Rate Loans as set forth Quote Request relates in Section 2.11. Notwithstanding the above, if any accordance with this Section. (1) Each Bank gives the Company notice that the Bank does not intend may submit a Bid Rate Quote containing an offer or offers to make Bid Rate Loans in excess response to any Invitation for Bid Rate Quotes. Each Bid Rate Quote must comply with the requirements of this paragraph (c) and must be submitted to Administrative Agent by facsimile not later than (x) 2:00 p.m. (New York time) on the fourth Banking Day prior to the proposed date of the Bank's Commitment then, until such time as the Bank rescinds such notice, the Company will not be required to notify the subject Bank with respect to LIBOR Bid Rate Loans that would exceed the Bank's Commitment. The notice and rescission described in this paragraph must be in writing, substantially in the form of Exhibit D, and will be effective three (3Loan(s) Business Days after receipt. All notices by the Company to any Bank provided for above shall be sent by facsimile or if agreed to by the recipient Bank, by e-mail to the e-mail address specified by such Bank, and shall be effective only upon receipt. Notices to the Banks shall be directed as provided in the Bank notice profile attached as Exhibit E. All notices by any Bank to the Company provided for above shall be sent by facsimile or by e-mail to the Company at the e-mail address specified on the signature page for the Company, and shall be effective only upon receipt. Not later than 3:00 p.m. Eastern time on the date (which must be a Business Day) a Loan is to be made: (i) each Bank, in the case of a Base Rate LIBOR Auction or LIBOR Loan, shall make available directly to (y) 9:30 a.m. (New York time) on the Company its share Banking Day immediately preceding the proposed date of the Loan; and (iiAbsolute Bid Rate Loan(s) the Bank or Banks whose bid(s) were accepted shall, in the case of an Absolute Rate Auction; provided that Bid Rate LoansQuotes submitted by Administrative Agent (or any Affiliate of Administrative Agent) in its capacity as a Bank may be submitted, make available directly and may only be submitted, if Administrative Agent or such Affiliate notifies Borrower of the terms of the offer or offers contained therein not later than (x) one (1) hour prior to the Company deadline for the principal amount of the Bid Rate Loan which such Bank or other Banks agreed to make. The Administrative Agent shall notify each Bank of its pro rata share of each Base Rate or LIBOR Loan. Such notice shall be given by facsimile no later than 1:00 p.m. Eastern time on, in the case of each Base Rate Loan, a LIBOR Auction or (y) thirty (30) minutes prior to the date such Loan is to be made and, deadline for the other Banks in the case of each LIBOR Loan, an Absolute Rate Auction. Any Bid Rate Quote so made shall (subject to Borrower's satisfaction of the date that is three Business Days prior conditions precedent set forth in this Agreement to the date such Loan is to be made. Loans will be made available either by credit its entitlement to an account maintained by the Company advance) be irrevocable except with the Bank or by wire transfer to: (a) such account or accounts as may be authorized written consent of Administrative Agent given on forms supplied by the Bank; or (b) in the absence of such authorization, to Crestar Bank, ABA No. 000000000, account of Southern States Cooperative, Incorporated Account No. 0000000 or such replacement account as the Company shall specify by notice to each of the Banks.the

Bid Rate Loans. In (a) When Borrower has the event Credit Rating required by Section 2.01(c) and wishes to request offers from the Company desires a Banks to make Bid Rate LoanLoans, it shall notify each of the Banks of such fact transmit to Administrative Agent by 11:00 a.m. Eastern time on the date such Loan is proposed to be made. Such notice shall be facsimile a request (a “Bid Rate Quote Request”) substantially in the form of Exhibit A or by telephone confirmed in writing in EXHIBIT G-1 so as to be received not later than 10:30 a.m. (New York time) on the form of Exhibit A and shall specify fourth Banking Day prior to the amount date for funding of the Loan and Bid Rate Loan(s) proposed therein, specifying: (1) the proposed maturity date for such Loan, which maturity date shall not in any event exceed the date which is two hundred seventy (270) days from the date of the making funding of such Bid Rate Loan Loan(s), which shall be a Banking Day; (2) the "Bid Rate Maturity Date"). If the Company desires more than one Bid Rate Loan with different Bid Rate Maturity Dates, it may so request in its notice. However, the maximum number of amounts and Bid Rate Maturities for which bids may be sought on any day may not exceed five and the Company may not solicit bids from the Banks for Bid Rate Loans more than three times per week. In the event a Bank, in its sole discretion in each instance, desires to bid on one or more aggregate amount of the Bid Rate Loans or on a part requested, which shall be at least Five Million Dollars ($5,000,000) and an integral multiple of one or more One Million Dollars ($1,000,000); (3) the prepayment terms of such Bid Rate Loan(s), which, if not specified, shall have the same prepayment terms as Ratable Loans; and (4) the duration of the Interest Period(s) applicable thereto, it shall, on or before 11:45 a.m. Eastern time on subject to the day that provisions of the definition of “Interest Period” in Section 1.01. Borrower may request offers to make Bid Rate Loans for more than one (1) Interest Period in a single Bid Rate Quote Request. No Bid Rate Quote Request may be submitted by Borrower sooner than seven (7) calendar days after the submission of any other Bid Rate Quote Request. (b) Promptly upon receipt of a Bid Rate Loan is Quote Request, Administrative Agent shall send to be made notify the Company of such fact in the form attached hereto as Exhibit B or Banks by telephone confirmed in writing facsimile an invitation (an “Invitation for Bid Rate Quotes”) substantially in the form of Exhibit B. No Bank may bid more than three times per week. With respect EXHIBIT G-2, which shall constitute an invitation by Borrower to the Banks to submit Bid Rate Loans, no Bank may bid an amount which exceeds the projected aggregate Unused Commitments of all of the Banks, calculated as provided in Section 2.01. The Company shall disregard any quote which is received late. If the Company desires Quotes offering to accept one or more of the bids, it shall furnish notice of such fact to the Bank or Banks that made the bids that were accepted by the Company by 12:30 p.m. Eastern time on the day the bids were made. Such notice shall be in the form of Exhibit C hereto or by telephone confirmed in writing in the form of Exhibit C, and a copy thereof shall be provided to the Administrative Agent provided that the copy submitted to the Administrative Agent shall not include bid rates or loan pricing information. The Interest Period may, at the Company's option, extend beyond the Termination Date provided that (i) no Bank is thereby required to extend the Termination Date or renew this Agreement and (ii) if any Bank does not, in its sole discretion, extend, renew, or otherwise continue its commitment on or before the Termination Date then the balance of all make Bid Rate Loans made by the terminating Bank will be due and payable on the Termination Date and the Company will pay all costs relating to prepayment of which such Bid Rate Loans as set forth Quote Request relates in accordance with this Section 2.11. Notwithstanding the above, if any 2.02. (1) Each Bank gives the Company notice that the Bank does not intend may submit a Bid Rate Quote containing an offer or offers to make Bid Rate Loans in excess response to any Invitation for Bid Rate Quotes. Each Bid Rate Quote must comply with the requirements of this paragraph (c) and must be submitted to Administrative Agent by facsimile not later than 10:00 a.m. (New York time) on the third Banking Day prior to the proposed date of the Bank's Commitment then, until such time as Bid Rate Loan(s); provided that Bid Rate Quotes submitted by the Bank rescinds serving as Administrative Agent (or any Affiliate of the Bank serving as Administrative Agent) in its capacity as a Bank may be submitted, and may only be submitted, if the Bank serving as Administrative Agent or such notice, Affiliate notifies Borrower of the Company will terms of the offer or offers contained therein not later than fifteen (15) minutes prior to the deadline for the other Banks. Any Bid Rate Quote so made shall (subject to Borrower’s satisfaction of the conditions precedent set forth in this Agreement to its entitlement to an advance) be required to notify irrevocable except with the subject Bank with respect to written consent of Administrative Agent given on the instructions of Borrower. Bid Rate Loans that would exceed to be funded pursuant to a Bid Rate Quote may, as provided in Section 12.16, be funded by a Bank’s Designated Lender. A Bank making a Bid Rate Quote shall specify in its Bid Rate Quote whether the related Bid Rate Loans are intended to be funded by such Bank's Commitment. The notice and rescission described ’s Designated Lender, as provided in this paragraph must Section 12.16. (2) Each Bid Rate Quote shall be in writing, substantially in the form of Exhibit D, and will be effective three (3) Business Days after receipt. All notices by the Company to any Bank provided for above shall be sent by facsimile or if agreed to by the recipient Bank, by e-mail to the e-mail address specified by such Bank, EXHIBIT G‑3 and shall be effective only upon receipt. Notices to the Banks shall be directed as provided in the Bank notice profile attached as Exhibit E. All notices by any Bank to the Company provided for above shall be sent by facsimile or by e-mail to the Company at the e-mail address specified on the signature page for the Company, and shall be effective only upon receipt. Not later than 3:00 p.m. Eastern time on the date (which must be a Business Day) a Loan is to be made: case specify: (i) each Bank, in the case proposed date of a Base Rate or LIBOR Loan, shall make available directly to the Company its share funding of the Loan; and Bid Rate Loan(s); (ii) the Bank or Banks whose bid(s) were accepted shall, in the case of Bid Rate Loans, make available directly to the Company the principal amount of the Bid Rate Loan(s) for which each such offer is being made, which principal amount (w) may be greater than or less than the applicable Loan Commitment of the quoting Bank, (x) must be in the aggregate at least Five Million Dollars ($5,000,000) and an integral multiple of One Hundred Thousand Dollars ($100,000), (y) may not exceed the principal amount of Bid Rate Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Bid Rate Loans for which offers being made by such quoting Bank may be accepted; (iii) the margin above or Banks agreed below the applicable LIBOR Interest Rate (the “LIBOR Bid Margin”) offered for each such Bid Rate Loan, expressed as a percentage per annum (specified to makethe nearest 1/1,000th of 1%) to be added to (or subtracted from) the applicable LIBOR Interest Rate; (iv) the applicable Interest Period; and (v) the identity of the quoting Bank. The A Bid Rate Quote may set forth up to five (5) separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Bid Rate Quotes. (3) Any Bid Rate Quote shall be disregarded if it: (i) is not substantially in conformity with EXHIBIT G-3 or does not specify all of the information required by sub-paragraph (c)(2) above; (ii) contains qualifying, conditional or similar language (except for an aggregate limitation as provided in subparagraph (c)(2)(ii)(z) above); (iii) proposes terms other than or in addition to those set forth in the applicable Invitation for Bid Rate Quotes (except for an aggregate limitation as provided in subparagraph (c)(2)(ii)(z) above); or (iv) arrives after the time set forth in sub-paragraph (c)(1) above. (d) Administrative Agent shall notify each Bank of its pro rata share of each Base Rate or LIBOR Loan. Such notice shall be given by facsimile no later than 1:00 p.m. Eastern time on, 10:15 a.m. (New York City time) on the third Banking Day prior to the proposed date for the requested Bid Rate Loan notify Borrower in writing of the terms of any Bid Rate Quote submitted by a Bank that is in accordance with paragraph (c). Any subsequent Bid Rate Quote shall be disregarded by Administrative Agent unless such subsequent Bid Rate Quote is submitted solely to correct a manifest error in such former Bid Rate Quote. Administrative Agent’s notice to Borrower shall specify (A) the aggregate principal amount of Bid Rate Loans for which offers have been received for each Interest Period specified in the case related Bid Rate Quote Request, (B) the respective principal amounts and LIBOR Bid Margins so offered and (C) if applicable, limitations on the aggregate principal amount of each Base Bid Rate Loans for which offers in any single Bid Rate Quote may be accepted. (e) Not later than 11:00 a.m. (New York time) on the third Banking Day prior to the proposed date of funding of the Bid Rate Loan, Borrower shall notify Administrative Agent of its acceptance or non-acceptance of the date offers so notified to it pursuant to paragraph (d). A notice of acceptance shall be substantially in the form of EXHIBIT G-4 and shall specify the aggregate principal amount of offers for each Interest Period that are accepted. Borrower may accept any Bid Rate Quote in whole or in part; provided that: (i) the principal amount of each Bid Rate Loan may not exceed the applicable amount set forth in the related Bid Rate Quote Request or be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Hundred Thousand Dollars ($100,000); 27 (ii) acceptance of offers with respect to a particular Interest Period may only be made on the basis of ascending LIBOR Bid Margins offered for such Loan Interest Period from the lowest effective cost; and (iii) Borrower may not accept any offer that is described in subparagraph (c)(3) or that otherwise fails to comply with the requirements of this Agreement. (f) If offers are made by two (2) or more Banks with the same LIBOR Bid Margins, for a greater aggregate principal amount than the amount in respect of which such offers are permitted to be made and, in accepted for the case of each LIBOR Loanrelated Interest Period, the date that is three Business Days prior principal amount of Bid Rate Loans in respect of which such offers are accepted shall be allocated by Administrative Agent among such Banks as nearly as possible (in multiples of One Hundred Thousand Dollars ($100,000)) in proportion to the date aggregate principal amounts of such Loan is to offers. Administrative Agent shall promptly (and in any event within one (1) Banking Day after such offers are accepted) notify Borrower and each such Bank in writing of any such allocation of Bid Rate Loans. Determinations by Administrative Agent of the allocation of Bid Rate Loans shall be made. Loans will be made available either by credit to an account maintained by the Company with the Bank or by wire transfer to: (a) such account or accounts as may be authorized on forms supplied by the Bank; or (b) conclusive in the absence of manifest error. (g) In the event that Borrower accepts the offer(s) contained in one (1) or more Bid Rate Quotes in accordance with paragraph (e), the Bank(s) making such authorizationoffer(s) shall make a Bid Rate Loan in the accepted amount (as allocated, if necessary, pursuant to Crestar Bankparagraph (f)) on the date specified therefor, ABA No. 000000000in accordance with the procedures specified in Section 2.05. (h) Notwithstanding anything to the contrary contained herein, account of Southern States Cooperative, Incorporated Account No. 0000000 or such replacement account as the Company each Bank shall specify by notice be required to each fund its Pro Rata Share of the BanksAvailable Total Loan Commitment in accordance with Section 2.01(b) despite the fact that any Bank’s Loan Commitment may have been or may be exceeded as a result of such Bank’s making Bid Rate Loans. (i) A Bank who is notified that it has been selected to make a Bid Rate Loan as provided above may designate its Designated Lender (if any) to fund such Bid Rate Loan on its behalf, as described in Section 12.

Bid Rate Loans. In A. Each Lender severally agrees that any Borrower may borrow Bid Rate Loans under this subsection 2.2 in Dollars from time to time on any Business Day during the event period from the Company desires a date hereof until the date occurring two days prior to the Commitment Termination Date in the manner set forth below; PROVIDED that, following the borrowing of each Bid Rate Loan, it shall notify each the Equivalent Amount in Dollars of the Banks of such fact Total Utilization shall not exceed the Total Pro Rata Commitments then in effect. (i) Any Borrower may request one or more Bid Rate Loans under this subsection 2.2 by 11:00 a.m. Eastern time transmitting to Administrative Agent by telephone (promptly confirmed in writing by telecopy on the date such same date) notice of a Bid Rate Loan is proposed to be made. Such notice shall be or Loans (a "NOTICE OF BID RATE BORROWING"), in substantially the form of Exhibit A or by telephone confirmed in writing in EXHIBIT IV hereto, specifying the form of Exhibit A date and shall specify the aggregate amount of the proposed Bid Rate Loan and or Loans, the proposed maturity date for such Loan, which maturity date shall not in any event exceed the date which is two hundred seventy (270) days from the date of the making repayment of such Bid Rate Loan (or Loans, the "interest payment date or dates relating thereto, and any other terms to be applicable to such Bid Rate Maturity Date"). If Loan or Loans, not later than 10:00 A.M. (California time) at least one Business Day prior to the Company desires date of the proposed Bid Rate Loan; PROVIDED that no Notice of Bid Rate Borrowing may request that bids be made for Loans having more than one three different maturities and, PROVIDED, FURTHER, that without the consent of Administrative Agent, Borrowers may deliver a Notice of Bid Rate Borrowing no more often than every third Business Day. Each Notice of Bid Rate Borrowing must request a Bid Rate Loan with different a maturity of not less than seven (7) days or more than one hundred eighty-three (183) days and, in any case, with a maturity date which occurs before the second day prior to the Commitment Termination Date. Administrative Agent shall in turn promptly (but in no event later than 12:00 Noon (California time)) on the date of receipt of each Notice of Bid Rate Maturity Dates, it may so Borrowing notify each Lender of each request in its notice. However, the maximum number of amounts and for a Bid Rate Maturities for which bids may be sought on any day may not exceed five and the Company may not solicit bids Loan received by it from the Banks for Applicable Borrower by sending such Lender a copy of the related Notice of Bid Rate Loans more than three times per week. In the event a BankBorrowing. (ii) Each Lender may, if in its sole discretion in each instanceit elects to do so, desires irrevocably offer (a "BID RATE OFFER") to bid on make one or more of the Bid Rate Loans to the Applicable Borrower at a rate or on rates of interest specified by such Lender, by delivering to Administrative Agent by telefacsimile a part of one or more of such Loans, it shall, on or before 11:45 a.m. Eastern time on the day that a Bid Rate Loan is to be made notify the Company of such fact in the form attached hereto as Exhibit B or by telephone confirmed in writing bid substantially in the form of Exhibit B. No Bank may bid more than three times per week. With respect to EXHIBIT V hereto, before 8:00 A.M. (California time) on the date of such proposed Bid Rate LoansLoan, no Bank may bid an amount which exceeds and Administrative Agent shall give prompt notice thereof to such Borrower by telefacsimile, on the projected aggregate Unused Commitments date of all such proposed Bid Rate Loan, of the Banksminimum amount and maximum amount of each Bid Rate Loan which such Lender would be willing to make (which amounts may, calculated as provided in Section 2.01. The Company shall disregard any quote which is received late. If the Company desires to accept one or more of the bids, it shall furnish notice of such fact subject to the Bank proviso to the first sentence of this subsection 2.2A, exceed such Lender's Pro Rata Commitment), the rate or Banks that made rates of interest therefor expressed to the bids that were accepted ninth decimal place or less for each such Bid Rate Loan and confirming the maturity date for such Bid Rate Loan as requested by the Company by 12:30 p.m. Eastern time on the day the bids were made. Such notice shall be Applicable Borrower in the form Notice of Exhibit C hereto or by telephone confirmed in writing in the form of Exhibit C, and a copy thereof shall be provided to Bid Rate Borrowing; PROVIDED that if the Administrative Agent provided that the copy submitted to the Administrative Agent shall not include bid rates or loan pricing information. The Interest Period may, at the Company's option, extend beyond the Termination Date provided that (i) no Bank is thereby required to extend the Termination Date or renew this Agreement and (ii) if any Bank does notin its capacity as a Lender shall, in its sole discretion, extend, renew, or otherwise continue its commitment on or before the Termination Date then the balance of all elect to make any Bid Rate Loans made by the terminating Bank will be due and payable on the Termination Date and the Company will pay all costs relating to prepayment of Bid Rate Loans as set forth in Section 2.11. Notwithstanding the aboveOffer, if any Bank gives the Company notice that the Bank does not intend to make Bid Rate Loans in excess of the Bank's Commitment then, until such time as the Bank rescinds such notice, the Company will not be required to it shall notify the subject Bank with respect to Bid Rate Loans that would exceed the Bank's Commitment. The notice and rescission described in this paragraph must be in writing, substantially in the form Applicable Borrower of Exhibit D, and will be effective three such offer before 7:00 A.M. (3California time) Business Days after receipt. All notices by the Company to any Bank provided for above shall be sent by facsimile or if agreed to by the recipient Bank, by e-mail to the e-mail address specified by such Bank, and shall be effective only upon receipt. Notices to the Banks shall be directed as provided in the Bank notice profile attached as Exhibit E. All notices by any Bank to the Company provided for above shall be sent by facsimile or by e-mail to the Company at the e-mail address specified on the signature page for the Company, and shall be effective only upon receipt. Not later than 3:00 p.m. Eastern time on the date of such proposed Bid Rate Loan. (which must be a Business Dayiii) a Loan is to be made: (i) each Bank, in the case of a Base Rate or LIBOR Loan, shall make available directly to the Company its share of the Loan; and (ii) the Bank or Banks whose bid(s) were accepted The Applicable Borrower shall, in turn, before 10:00 A.M. (California time) on the case date of such proposed Bid Rate Loans, make available directly to the Company the principal amount of the Bid Rate Loan which such Bank or Banks agreed to make. The Administrative Agent shall notify each Bank of its pro rata share of each Base Rate or LIBOR Loan. Such notice shall be given by facsimile no later than 1:00 p.m. Eastern time on, in the case of each Base Rate Loan, the date such Loan is to be made and, in the case of each LIBOR Loan, the date that is three Business Days prior to the date such Loan is to be made. Loans will be made available either by credit to an account maintained by the Company with the Bank or by wire transfer to: (a) such account or accounts as may be authorized on forms supplied by the Bank; or (b) in the absence of such authorization, to Crestar Bank, ABA No. 000000000, account of Southern States Cooperative, Incorporated Account No. 0000000 or such replacement account as the Company shall specify by notice to each of the Banks.either

Bid Rate Loans. In (a) Each Lender may, in its sole discretion and on the event terms and conditions set forth in this Agreement, make Bid Rate Loans to Borrower from time to time until the Company desires Termination Date in an aggregate amount not in excess of the difference between the Total Commitment minus the aggregate outstanding principal amount of all Advances under the Loan; provided, however, at no time shall the sum of (i) the aggregate outstanding principal amount of all Bid Rate Loans made by all Lenders plus (ii) the aggregate principal amount of all outstanding Advances other than Bid Rate Loans exceed the Total Commitment. Bid Rate Loans must have a term not in excess of six (6) months and a maturity date on or prior to the Maturity Date and may not be prepaid without the prior written consent of the Lender making such Bid Rate Loan. The principal amount of each Bid Rate Loan is due and payable on the maturity date for such Bid Rate Loan and shall be in an aggregate principal amount which is at least $10,000,000 and which is an integral multiple of $1,000,000 in excess thereof; each Bid Rate Loan by a Lender shall be in a principal amount which is at least $1,000,000 and which is an integral multiple of $1,000,000 in excess thereof. Notwithstanding anything herein to the contrary, the aggregate principal amount of Bid Rate Loans outstanding at any time may not exceed $75,000,000. Interest on each Bid Rate Loan is due and payable on the maturity date for such Bid Rate Loan, it shall notify each provided, however, that with respect to any Bid Rate Loan having a term of more than thirty-five (35) days, a payment of interest accrued during any calendar month (other than the Banks of such fact by 11:00 a.m. Eastern time on calendar month during which the date such Loan is proposed to be made. Such notice shall be in the form of Exhibit A or by telephone confirmed in writing in the form of Exhibit A and shall specify the amount of the Loan and the proposed maturity date for such Loan, which Bid Rate Loan occurs) is due and payable on the tenth (10th) day of the following calendar month unless the maturity date shall not in any event exceed the date which is two hundred seventy (270) days from the date of the making of such Bid Rate Loan is prior to such tenth (the "Bid Rate Maturity Date"). If the Company desires more than one 10th) day, in which case all interest on such Bid Rate Loan with different is due on the maturity date. No Lender shall have any obligation to make Bid Rate Maturity DatesLoans, it may so request in its notice. However, the maximum number of amounts and Bid Rate Maturities for which bids may be sought on Borrower shall have no obligation to accept any day may not exceed five and the Company may not solicit bids from the Banks offers for Bid Rate Loans. No Lender shall be relieved of its obligation to fund its Commitment Percentage of any Advance notwithstanding the fact that at any time the aggregate outstanding principal amount of all Bid Rate Loans more and Advances other than three times per weekBid Rate Loans made by such Lender exceeds its Commitment Percentage. (b) With respect to Bid Rate Loans, Borrower shall give Agent prior to 10:00 a.m., utilizing the form attached hereto as Exhibit "H", (i) in the case of Eurodollar Bid Rate Loans, at least four (4) Business Days prior to the proposed borrowing and (ii) in the case of Fixed Bid Rate Loans, at least two (2) Business Days prior to the proposed borrowing, irrevocable written notice of its intention to borrow Bid Rate Loans. In Such notice of borrowing shall specify (i) the event requested funding date, which shall be a BankBusiness Day, (ii) the aggregate amount of the proposed borrowing of Bid Rate Loans (which shall be at least $10,000,000 and which is an integral multiple of $1,000,000 in its sole discretion in each instanceexcess thereof), desires to bid on one or more (iii) the term of the Bid Rate Loans selected by Borrower, provided that such term shall not exceed six (6) months and shall not extend past the Termination Date, (iv) whether the Bid Rate Loans requested are Fixed Bid Rate Loans or on a part of one or more of such Eurodollar Bid Rate Loans, it shalland (v) any other terms applicable thereto. Borrower shall pay a $1,000 non-refundable, on or before 11:45 a.m. Eastern time administrative fee for the account of Agent for each month during which Borrower submits more than two (2) notices of a proposed borrowing consisting of Bid Rate Loans. Such fee shall be paid to Agent on the day date of delivery of Borrower's third notice of intention to borrow Bid Rate Loans within a particular month, and shall not be refunded notwithstanding that the proposed borrowing is canceled by Borrower or no Lender offers to make a Bid Rate Loan is Loan. (i) Upon receipt of Borrower's notice, Agent shall promptly give notice to be made notify the Company each Lender of such fact Borrower's intention to borrow Bid Rate Loans, in the form attached hereto as Exhibit B or by telephone confirmed in writing in the form of Exhibit B. No Bank may bid more than three times per week. With respect to Bid Rate Loans, no Bank may bid an amount which exceeds the projected aggregate Unused Commitments of all of the Banks, calculated as provided in Section 2.01. The Company shall disregard any quote which is received late. If the Company desires to accept one or more of the bids, it shall furnish notice of such fact to the Bank or Banks that made the bids that were accepted by the Company by 12:30 p.m. Eastern time on the day the bids were made. Such notice shall be in the form of Exhibit C hereto or by telephone confirmed in writing in the form of Exhibit C"I", and a copy thereof shall be provided to the Administrative Agent provided that the copy submitted to the Administrative Agent shall not include bid rates or loan pricing information. The Interest Period mayeach Lender shall, at the Company's option, extend beyond the Termination Date provided that (i) no Bank is thereby required to extend the Termination Date or renew this Agreement and (ii) if any Bank does notif, in its sole discretion, extendit elects to do so, renew, irrevocably offer to make one or otherwise continue its commitment on or before the Termination Date then the balance of all more Bid Rate Loans made to Borrower as part of such proposed borrowing at a rate or rates of interest specified by the terminating Bank will be due and payable on the Termination Date and the Company will pay all costs relating such Lender in its sole discretion, by delivering a written quote to prepayment of Bid Rate Loans as set forth in Section 2.11. Notwithstanding the above, if any Bank gives the Company notice that the Bank does not intend to make Bid Rate Loans in excess of the Bank's Commitment then, until such time as the Bank rescinds such notice, the Company will not be required to notify the subject Bank with respect to Bid Rate Loans that would exceed the Bank's Commitment. The notice and rescission described in this paragraph must be in writing, substantially Agent in the form of attached hereto as Exhibit D"J", and will be effective before 10:00 a.m., (A) three (3) Business Days after receipt. All notices by the Company to any Bank provided for above shall be sent by facsimile or if agreed to by the recipient Bank, by e-mail prior to the e-mail address specified by such Bank, and shall be effective only upon receipt. Notices to the Banks shall be directed as provided in the Bank notice profile attached as Exhibit E. All notices by any Bank to the Company provided for above shall be sent by facsimile or by e-mail to the Company at the e-mail address specified on the signature page for the Company, and shall be effective only upon receipt. Not later than 3:00 p.m. Eastern time on the proposed date (which must be a Business Day) a Loan is to be made: (i) each Bankof borrowing, in the case of a Base request for Eurodollar Bid Rate or LIBOR LoanLoans, shall make available directly and (B) one (1) Business Day prior to the Company its share proposed date of the Loan; and (ii) the Bank or Banks whose bid(s) were accepted shallborrowing, in the case of a request for Fixed Bid Rate Loans, make available directly to setting forth (A) the Company the principal minimum amount (which shall be $1,000,000 or an integral multiple in excess thereof) and maximum amount of the each Bid Rate Loan which such Bank Lender would be willing to make as part of the proposed borrowing (which amounts may exceed such Lender's Commitment Percentage of the Total Commitment) and (B) the rate or Banks agreed rates of interest therefor. If any Lender shall fail to make. The Administrative respond to Agent shall notify each Bank of its pro rata share of each Base Rate or LIBOR Loan. Such notice by such time, such Lender shall be given by facsimile no deemed to have elected not to make an offer. (ii) Not later than 1:00 p.m. Eastern time on, in the case of each Base Rate Loan, the date such Loan is to be made and, in the case of each LIBOR Loan, the date that is 11:00 a.m. (A) three (3) Business Days prior to the proposed date such Loan is to be made. Loans will be made available either by credit to an account maintained by the Company with the Bank or by wire transfer to: (a) such account or accounts as may be authorized on forms supplied by the Bank; or (b) of borrowing in the absence case of such authorization, to Crestar Bank, ABA No. 000000000, account of Southern States Cooperative, Incorporated Account No. 0000000 or such replacement account as Eurodollar Bid Rate Loans and (B) on the Company shall specify by notice to each date of the Banks.proposed borrowing in the case of Fixed Bid Rate Loans, Borrower shall, in turn, either

Bid Rate Loans. In A. The Bid Rate Option. Subject to the event terms and conditions of this Agreement and in reliance upon the representations and warranties of Company set forth herein, in addition to Company requesting that Lenders make Revolving Loans pursuant to subsection 2.1, Company may, as set forth in this subsection 2.9, request Lenders during the period from and including the Effective Date to but excluding the Revolving Loan Commitment Termination Date to make offers to make Bid Rate Loans to Company; provided that (i) the aggregate principal amount of Bid Rate Loans outstanding at any time shall not exceed $750,000,000, (ii) the aggregate principal amount of Bid Rate Loans outstanding at any time shall not, when added to the aggregate principal amount of all outstanding Revolving Loans plus the Letter of Credit Usage plus the Overdraft Amount, exceed the Revolving Loan Commitments then in effect and (iii) the aggregate principal amount of Bid Rate Loans of any Lender outstanding at any time shall not exceed $200,000,000. Lenders may, but shall have no obligation to, make such offers and Company may, but shall have no obligation to, accept any such offers in the manner set forth in this subsection 2.9. B. Bid Rate Loan Quote Request. Whenever Company desires to request offers to make Bid Rate Loans, it shall transmit to Bid Rate Loan Agent by telecopy a Bid Rate Loan, it shall notify each of the Banks of such fact by 11:00 a.m. Eastern time on the date such Loan is proposed to be made. Such notice shall be Quote Request substantially in the form of Exhibit A or by telephone confirmed IV annexed hereto no later than 12:00 Noon (New York time) two Business Days in writing in advance of the form of Exhibit A and proposed Funding Date set forth therein. The Bid Rate Loan Quote Request shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount of the Loan and the proposed maturity date Bid Rate Loans for such Loanwhich offers are requested, which maturity date shall not be in any event exceed a minimum principal amount of $5,000,000 and in integral multiples of $1,000,000 in excess of that amount and (iii) the duration of the Bid Rate Loan Interest Period applicable thereto, subject to the provisions set forth in the definition of Bid Rate Loan Interest Period; and such Bid Rate Loan Quote Request shall further certify that subsection 3.2B is satisfied on and as of the date which is two hundred seventy (270) days from of such Bid Rate Loan Quote Request and on and as of the date of the making of such Bid Rate Loan (the "Bid Rate Maturity Date")Loans. If the Company desires more than one No Bid Rate Loan with different Quote Request shall be given within five Business Days of any other Bid Rate Maturity Dates, it may so request in its notice. However, the maximum number of amounts and Bid Rate Maturities for which bids may be sought on any day may not exceed five and the Company may not solicit bids from the Banks Loan Quote Request. C. Invitation for Bid Rate Loans more than three times per weekLoan Quotes. In the event a Bank, in its sole discretion in each instance, desires to bid on one or more of the Promptly upon any request by Company for Bid Rate Loans or on a part Loan Quotes pursuant to the delivery of one or more of such Loans, it shall, on or before 11:45 a.m. Eastern time on the day that a Bid Rate Loan is Quote Request in accordance with the provisions of subsection 2.9B, but in no event later than the close of business on the date of receipt thereof, Bid Rate Loan Agent shall send to be made notify the Company of such fact in the form attached hereto as Exhibit B or Lenders by telephone confirmed in writing telecopy an Invitation for Bid Rate Loan Quotes substantially in the form of Exhibit B. No Bank may bid more than three times per week. With respect V annexed hereto, which shall constitute an invitation by Company to each Lender to submit Bid Rate Loans, no Bank may bid an amount Loan Quotes offering to make Bid Rate Loans to which exceeds the projected aggregate Unused Commitments such Bid Rate Loan Quote Request relates in accordance with this subsection 2.9. D. Submission and Contents of all of the Banks, calculated as provided in Section 2.01. The Company shall disregard any quote which is received late. If the Company desires to accept one or more of the bids, it shall furnish notice of such fact to the Bank or Banks that made the bids that were accepted by the Company by 12:30 p.m. Eastern time on the day the bids were made. Such notice shall be in the form of Exhibit C hereto or by telephone confirmed in writing in the form of Exhibit C, and a copy thereof shall be provided to the Administrative Agent provided that the copy submitted to the Administrative Agent shall not include bid rates or loan pricing information. The Interest Period may, at the Company's option, extend beyond the Termination Date provided that Bid Rate Loan Quotes. (i) no Bank is thereby required to extend the Termination Date or renew this Agreement and (ii) if any Bank does notEach Lender may, in its sole discretion, extend, renew, or otherwise continue its commitment on or before the Termination Date then the balance of all submit a Bid Rate Loans made by the terminating Bank will be due and payable on the Termination Date and the Company will pay all costs relating to prepayment of Bid Rate Loans as set forth in Section 2.11. Notwithstanding the above, if any Bank gives the Company notice that the Bank does not intend Loan Quote containing an offer or offers to make Bid Rate Loans in excess response to any Invitation for Bid Rate Loan Quotes. Each Bid Rate Loan Quote must comply with the requirements of this subsection 2.9D and must be received by Bid Rate Loan Agent by telecopy no later than 10:00 A.M. (New York time) on the proposed Funding Date of such Bid Rate Loans; provided that Bid Rate Loan Quotes submitted by Administrative Agent (or any Affiliate of Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if Administrative Agent or such Affiliate notifies Company of the Bank's Commitment then, until terms of the offer or offers contained therein no later than 9:45 A.M. (New York time) on the proposed Funding Date of such time as the Bank rescinds such notice, the Company will not be required to notify the subject Bank with respect to Bid Rate Loans that would exceed Loans. Any Bid Rate Loan Quote so made shall be, subject to subsection 2.9G, irrevocable except with the Bank's Commitment. The notice and rescission described in this paragraph must written consent of Bid Rate Loan Agent given on the instructions of Company. (ii) Each Bid Rate Loan Quote shall be in writing, substantially in the form of Exhibit D, and will be effective three (3) Business Days after receipt. All notices by the Company to any Bank provided for above shall be sent by facsimile or if agreed to by the recipient Bank, by e-mail to the e-mail address specified by such Bank, VI annexed hereto and shall be effective only upon receipt. Notices refer to the Banks shall be directed as provided in the Bank notice profile attached as Exhibit E. All notices by any Bank to the Company provided for above shall be sent by facsimile or by e-mail to the Company at the e-mail address specified on the signature page for the Company, this Agreement and shall be effective only upon receipt. Not later than 3:00 p.m. Eastern time on the date specify (which must be a Business Day) a Loan is to be made: (i) each Bank, in the case of a Base Rate or LIBOR Loan, shall make available directly to the Company its share of the Loan; and (iia) the Bank or Banks whose bid(sproposed Funding Date, (b) were accepted shall, in the case of Bid Rate Loans, make available directly to the Company the principal amount of the Bid Rate Loan offered for each Bid Rate Loan Interest Period in respect of which an offer is being made, which principal amount (x) may be greater than or less than the Revolving Loan Commitment of the quoting Lender, (y) must be in a minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount and (z) may not exceed the principal amount of Bid Rate Loans for such Bid Rate Loan Interest Period for which offers were requested, (c) in the event the sum of the Bid Rate Loans being offered for all Bid Rate Loan Interest Periods exceeds the maximum aggregate amount of Bid Rate Loans that the quoting Lender is willing to make pursuant to such Bid Rate Loan Quote, such xxxxxxx xxxxxxxxx xxxxxx, (x) the rate of interest per annum (expressed as an absolute number and not in terms of a specified margin over the quoting Lender's cost of funds and rounded to the nearest 1/100 of 1%) at which such Bank or Banks agreed Lender is willing to make. The Administrative Agent shall notify make each Bank such Bid Rate Loan and (e) the identity of its pro rata share of each Base the quoting Lender. (iii) Any Bid Rate or LIBOR Loan. Such notice Loan Quote shall be given by facsimile disregarded that (a) is not substantially in the form of Exhibit VI annexed hereto or does not specify all of the information required in subsection 2.9D(ii), (b) contains qualifying, conditional or similar language, (c) proposes terms other than or in addition to those set forth in the applicable Invitation for Bid Rate Loan Quotes or (d) arrives after the time set forth in subsection 2.9D(i). (iv) If any Lender shall elect not to make such an offer, such Lender shall so notify Bid Rate Loan Agent via telecopy no later than 1:00 p.m. Eastern time on10:00 a.m. (New York time) on the proposed Funding Date; provided, in the case of each Base Rate Loanhowever, the date that failure by any Lender to give such Loan is notice shall not constitute a breach or default by such Lender nor cause such Lender to be made and, in the case of each LIBOR Loan, the date that is three Business Days prior liable to the date such Company or any other party or be obligated to make any Bid Rate Loan is to be made. Loans will be made available either by credit to an account maintained by the Company with the Bank or by wire transfer to: (a) such account or accounts as may be authorized on forms supplied by the Bank; or (b) in the absence part of such authorization, to Crestar Bank, ABA No. 000000000, account of Southern States Cooperative, Incorporated Account No. 0000000 or such replacement account as the Company shall specify by notice to each of the Banksrequested Bid Rate Loans.

Bid Rate Loans. In (i) The Bid Rate Option. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Company set forth herein, in addition to Company requesting that Lenders make Revolving Loans pursuant to subsection 2.1.A, Company may, as set forth in this subsection 2.1.E, request Lenders having Revolving Loan Commitments during the period from and including the Closing Date to but excluding the Term Loan Funding Date to make offers to make Bid Rate Loans to Company; provided that the Total Utilization of Revolving Loan Commitments shall in no event exceed the Revolving Loan Commitments then in effect. Lenders may, but shall have no obligation to, make such offers and Company may, but shall have no obligation to, accept any such offers in the manner set forth in this subsection 2.1.E. (ii) Bid Rate Loan Quote Request. Whenever Company desires to request offers to make Bid Rate Loans, it shall transmit to Bid Rate Loan Agent (if other than Company) by telecopy a Bid Rate Loan, it shall notify each of the Banks of such fact by 11:00 a.m. Eastern time on the date such Loan is proposed to be made. Such notice shall be Quote Request substantially in the form of Exhibit A or by telephone confirmed XI annexed hereto no later than 11:00 A.M. (New York time) at least one Business Day in writing in advance of the form of Exhibit A and proposed Funding Date set forth therein. The Bid Rate Loan Quote Request shall specify (i) the proposed Funding Date (which shall be a Business Day not later than seven calendar days prior to the Term Loan Funding Date, (ii) the amount of the Bid Rate Loans for each Bid Rate Loan and the proposed maturity date Interest Period (of which there may be up to three) for such Loanwhich offers are requested, which maturity date shall not be in any event exceed a minimum principal amount of $5,000,000 and in integral multiples of $1,000,000 in excess of that amount and (iii) the duration of the Bid Rate Loan Interest Period or Periods applicable thereto, subject to the provisions set forth in the definition of Bid Rate Loan Interest Period. Such Bid Rate Loan Quote Request shall further certify that subsection 3.3 is satisfied on and as of the date which is two hundred seventy (270) days from of such Bid Rate Loan Quote Request and will be satisfied on and as of the date of the making of such Bid Rate Loan (the "Bid Rate Maturity Date")Loans. If the Company desires more than one No Bid Rate Loan with different Quote Request shall be given within three Business Days of any other Bid Rate Maturity Dates, it may so request in its notice. However, the maximum number of amounts and Bid Rate Maturities for which bids may be sought on any day may not exceed five and the Company may not solicit bids from the Banks Loan Quote Request. (iii) Invitation for Bid Rate Loans more than three times per weekLoan Quotes. In the event a Bank, in its sole discretion in each instance, desires to bid on one or more of the Promptly upon any request by Company for Bid Rate Loans or on a part Loan Quotes pursuant to the delivery of one or more of such Loans, it shall, on or before 11:45 a.m. Eastern time on the day that a Bid Rate Loan is Quote Request in accordance with the provisions of subsection 2.1.E.(ii), but in no event later than the close of business on the date of receipt thereof, Bid Rate Loan Agent shall send to be made notify the Company of such fact in the form attached hereto as Exhibit B or Lenders by telephone confirmed in writing telecopy an Invitation for Bid Rate Loan Quotes substantially in the form of Exhibit B. No Bank may bid more than three times per week. With respect XIII annexed hereto, which shall constitute an invitation by Company to each Lender to submit Bid Rate Loans, no Bank may bid an amount Loan Quotes offering to make Bid Rate Loans to which exceeds the projected aggregate Unused Commitments such Bid Rate Loan Quote Request relates in accordance with this subsection 2.1.E. (iv) Submission and Contents of all of the Banks, calculated as provided in Section 2.01. The Company shall disregard any quote which is received late. If the Company desires to accept one or more of the bids, it shall furnish notice of such fact to the Bank or Banks that made the bids that were accepted by the Company by 12:30 p.m. Eastern time on the day the bids were made. Such notice shall be in the form of Exhibit C hereto or by telephone confirmed in writing in the form of Exhibit C, and a copy thereof shall be provided to the Administrative Agent provided that the copy submitted to the Administrative Agent shall not include bid rates or loan pricing information. The Interest Period Bid Rate Loan Quotes. (a) Each Lender may, at the Company's option, extend beyond the Termination Date provided that (i) no Bank is thereby required to extend the Termination Date or renew this Agreement and (ii) if any Bank does not, in its sole discretion, extend, renew, or otherwise continue its commitment on or before the Termination Date then the balance of all submit a Bid Rate Loans made by the terminating Bank will be due and payable on the Termination Date and the Company will pay all costs relating to prepayment of Bid Rate Loans as set forth in Section 2.11. Notwithstanding the above, if any Bank gives the Company notice that the Bank does not intend Loan Quote containing an offer or offers to make Bid Rate Loans in excess of the Bank's Commitment then, until such time as the Bank rescinds such notice, the Company will not be required response to notify the subject Bank with respect to any Invitation for Bid Rate Loans that would exceed Loan Quotes. Each Bid Rate Loan Quote must comply with the Bank's Commitment. The notice requirements of this subsection 2.1.E.(iv) and rescission described in this paragraph must be received by Trustee by telecopy no later than 10:00 A.M. (New York time) on the proposed Funding Date of such Bid Rate Loans. Any Bid Rate Loan Quote so made shall be irrevocable, subject to amendment or modification solely in writingaccordance with subsection 2.1.E.(v), except with the written consent of Trustee given on the instructions of Company. (b) Each Bid Rate Loan Quote shall be in substantially in the form of Exhibit D, and will be effective three (3) Business Days after receipt. All notices by the Company to any Bank provided for above shall be sent by facsimile or if agreed to by the recipient Bank, by e-mail to the e-mail address specified by such Bank, XII annexed hereto and shall be effective only upon receipt. Notices refer to the Banks shall be directed as provided in the Bank notice profile attached as Exhibit E. All notices by any Bank to the Company provided for above shall be sent by facsimile or by e-mail to the Company at the e-mail address specified on the signature page for the Company, this Agreement and shall be effective only upon receipt. Not later than 3:00 p.m. Eastern time on the date specify (which must be a Business Day) a Loan is to be made: (i) each Bank, in the case of a Base Rate or LIBOR Loan, shall make available directly to the Company its share of the Loan; and (iia) the Bank or Banks whose bid(sproposed Funding Date, (b) were accepted shall, in the case of Bid Rate Loans, make available directly to the Company the principal amount of the Bid Rate Loan offered, which principal amount (x) may be greater than or less than the Revolving Loan Commitment of the quoting Lender, (y) must be in a minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount and (z) may not exceed the principal amount of Bid Rate Loans for such Bid Rate Loan Interest Period for which offers were requested, (c) the rate of interest per annum (expressed as an absolute number and not in terms of a specified margin over the quoting Lender s cost of funds, and rounded to the nearest 1/10,000 of 1%) at which such Bank or Banks agreed Lender is willing to make. The Administrative Agent shall notify make each Bank such Bid Rate Loan and (d) the identity of its pro rata share of each Base the quoting Lender. (c) Any Bid Rate or LIBOR Loan. Such notice Loan Quote shall be given by facsimile disregarded that (a) is not substantially in the form of Exhibit XII annexed hereto or does not specify all of the information required in subsection 2.1.E. (iv)(b), (b) contains qualifying, conditional or similar language, (c) proposes terms other than or in addition to those set forth in the applicable Invitation for Bid Rate Loan Quotes or (d) arrives after 10:00 A.M. on the proposed Funding Date. (d) If any Lender shall elect not to make such an offer, such Lender shall so notify Trustee via telecopy no later than 1:00 p.m. Eastern time on10:00 A.M. (New York time) on the proposed Funding Date; provided, in the case of each Base Rate Loanhowever, the date that failure by any Lender to give such Loan is notice shall not constitute a breach or default by such Lender nor cause such Lender to be made and, in the case of each LIBOR Loan, the date that is three Business Days prior liable to the date such Company or any other party or be obligated to make any Bid Rate Loan is to be made. Loans will be made available either by credit to an account maintained by the Company with the Bank or by wire transfer to: (a) such account or accounts as may be authorized on forms supplied by the Bank; or (b) in the absence part of such authorization, to Crestar Bank, ABA No. 000000000, account of Southern States Cooperative, Incorporated Account No. 0000000 or such replacement account as the Company shall specify by notice to each of the Banksrequested Bid Rate Loans.

Bid Rate Loans. In the event the Company desires a Bid Rate Loan, it shall notify each of the Banks of such fact by 11:00 a.m. Eastern time on the date such Loan is proposed to be made. Such notice shall be in the form of Exhibit A or by telephone confirmed in writing in the form of Exhibit A and shall specify the amount of the Loan and the proposed maturity date for such Loan, which maturity date shall not in any event exceed the date which is two hundred seventy (270) days from the date of the making of such Bid Rate Loan (the "Bid Rate Maturity Date"). If the Company desires more than one Bid Rate Loan with different Bid Rate Maturity Dates, it may so request in its notice. However, the maximum number of amounts and Bid Rate Maturities for which bids may be sought on any day may not exceed five and the Company may not solicit bids from the Banks for Bid Rate Loans more than three times per week. In the event a Bank, in its sole discretion in each instance, desires to bid on one or more of the Bid Rate Loans or on a part of one or more of such Loans, it shall, on or before 11:45 a.m. Eastern time on the day that a Bid Rate Loan is to be made notify the Company of such fact in the form attached hereto as Exhibit B or by telephone confirmed in writing in the form of Exhibit B. No Bank may bid more than three times per week. With respect to Bid Rate Loans, no Bank may bid an amount which exceeds the projected aggregate Unused Commitments of all of the Banks, calculated as provided in Section 2.01. The Company shall disregard any quote which is received late. If the Company desires to accept one or more of the bids, it shall furnish notice of such fact Subject to the Bank or Banks that made the bids that were accepted by the Company by 12:30 p.m. Eastern time on the day the bids were made. Such notice shall be in the form of Exhibit C hereto or by telephone confirmed in writing in the form of Exhibit Cterms and conditions hereof, Intermet may request, and a copy thereof shall be provided to the Administrative Agent provided that the copy submitted to the Administrative Agent shall not include bid rates or loan pricing information. The Interest Period may, at the Company's option, extend beyond the Termination Date provided that (i) no Bank is thereby required to extend the Termination Date or renew this Agreement and (ii) if any Bank does noteach Lender, in its sole discretion, extend, renew, or otherwise continue its commitment on or before the Termination Date then the balance of all Bid Rate Loans made by the terminating Bank will be due and payable on the Termination Date and the Company will pay all costs relating to prepayment of Bid Rate Loans as set forth in Section 2.11. Notwithstanding the above, if any Bank gives the Company notice that the Bank does not intend may agree to make Bid Rate Loans Advances in excess accordance with the following procedure; provided, that, (x) at no time shall the sum of the Bank's Commitment then, until such time as aggregate outstanding principal amount of the Bank rescinds such notice, the Company will not be required to notify the subject Bank with respect to Bid Rate Loans that would exceed $100,000,000, and (y) at no time shall the sum of the outstanding principal amount of the Loans plus the Letter of Credit Obligations exceed the Banksum of Commitments: (a) In order to request Bid Rate Bids, Intermet shall telecopy to the Agent a duly completed Bid Request in the form of Exhibit D attached hereto (which may request not more than two Bid Rate Bids), to be received by the Agent not later than 11:00 a.m. (local time for the Agent) time, on the Business Day of the proposed Bid Rate Loan or Loans; provided that, such Bid Request shall not be deemed to have been received by the Agent in a timely manner unless Intermet shall also have notified the Agent by telephone (excluding voice mail notification) of such Bid Request by the time specified above. A Bid Request that does not conform substantially to the format of Exhibit D may be rejected in the Agent's Commitmentsole discretion, and the Agent shall notify Intermet of such rejection by telecopy not later than 12:00 noon (Atlanta, Georgia time) on the date of receipt. The notice Such request shall in each case refer to this Agreement and rescission described specify (i) the date of such Borrowing or Borrowings (which shall be a Business Day) and (ii) the aggregate principal amount thereof which shall be in a minimum principal amount of $1,000,000 and in an integral multiple of $100,000, and (iii) the Interest Period with respect thereto. Promptly after its receipt of a Bid Request that is not rejected as aforesaid, the Agent shall invite by telecopy (substantially in the form set forth in Exhibit E attached hereto) the Lenders to bid, on the terms and conditions of this paragraph Agreement, to make Bid Rate Advances pursuant to the Bid Request. (b) Each Lender may, in its sole discretion, make one or more Bid Rate Bids (but not more than two) to Intermet responsive to a Bid Request. Each Bid Rate Bid by a Lender must be in writingreceived by the Agent via telecopy, substantially in the form of Exhibit DF attached hereto, not later than 12:00 noon (local time for the Agent) on the Business Day of the proposed Bid Rate Loan. Multiple bids (not to exceed two per Lender) will be accepted by the Agent. Bid Rate Bids that do not conform substantially to the format of Exhibit F may be rejected by the Agent acting in consultation with Intermet, and will be effective three (3) Business Days after receiptthe Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable. All notices by the Company Each Bid Rate Bid shall refer to any Bank provided for above shall be sent by facsimile or if agreed to by the recipient Bank, by e-mail to the e-mail address specified by such Bank, this Agreement and shall be effective only upon receipt. Notices to the Banks shall be directed as provided in the Bank notice profile attached as Exhibit E. All notices by any Bank to the Company provided for above shall be sent by facsimile or by e-mail to the Company at the e-mail address specified on the signature page for the Company, and shall be effective only upon receipt. Not later than 3:00 p.m. Eastern time on the date (which must be a Business Day) a Loan is to be made: specify (i) each Bank, the principal amount (which shall be in a minimum principal amount of $1,000,000 and in an integral multiple of $100,000 and which may equal the case of a Base Rate or LIBOR Loan, shall make available directly to the Company its share of the Loan; and (ii) the Bank or Banks whose bid(s) were accepted shall, in the case of Bid Rate Loans, make available directly to the Company the entire principal amount of the Bid Rate Loan which such Bank or Banks agreed to make. The Administrative Agent shall notify each Bank of its pro rata share of each Base Rate or LIBOR Loan. Such notice shall be given requested by facsimile no later than 1:00 p.m. Eastern time on, in the case of each Base Rate Loan, the date such Loan is to be made and, in the case of each LIBOR Loan, the date that is three Business Days prior to the date such Loan is to be made. Loans will be made available either by credit to an account maintained by the Company with the Bank or by wire transfer to: (aIntermet) such account or accounts as may be authorized on forms supplied by the Bank; or (b) in the absence of such authorization, to Crestar Bank, ABA No. 000000000, account of Southern States Cooperative, Incorporated Account No. 0000000 or such replacement account as the Company shall specify by notice to each of the Banks.Bid Rate Advance or

Bid Rate Loans. In (a) When Borrower wishes to request offers from the event the Company desires a Banks to make Bid Rate LoanLoans, it shall notify each of the Banks of such fact transmit to Administrative Agent by 11:00 a.m. Eastern time on the date such Loan is proposed to be made. Such notice shall be facsimile a request (a “Bid Rate Quote Request”) substantially in the form of Exhibit A or by telephone confirmed in writing EXHIBIT G-1 so as to be received not later than 12:00 noon (New York time) on (x) the fifth Banking Day prior to the date for funding of the LIBOR Bid Rate Loan(s) proposed therein in the form case of Exhibit A and shall specify a LIBOR Auction or (y) the amount second Banking Day prior to the date for funding of the Loan and Absolute Bid Rate Loan(s) proposed therein in the case of an Absolute Rate Auction, specifying: (1) the proposed maturity date for such Loanof funding of the Bid Rate Loan(s), which maturity date shall not in any event exceed be a Banking Day; (2) the date which is two hundred seventy (270) days from the date of the making of such Bid Rate Loan (the "Bid Rate Maturity Date"). If the Company desires more than one Bid Rate Loan with different Bid Rate Maturity Dates, it may so request in its notice. However, the maximum number of amounts and Bid Rate Maturities for which bids may be sought on any day may not exceed five and the Company may not solicit bids from the Banks for Bid Rate Loans more than three times per week. In the event a Bank, in its sole discretion in each instance, desires to bid on one or more aggregate amount of the Bid Rate Loans requested, which shall be $5,000,000 or on a part larger integral multiple of $500,000; (3) the duration of the Interest Period(s) applicable thereto, subject to the provisions of the definition of “Interest Period” in Section 1.01 and the provisions of Section 2.05; and (4) whether the Bid Rate Quotes requested are to set forth a LIBOR Bid Margin (to be used to compute the LIBOR Bid Rate) or an Absolute Bid Rate. Borrower may request offers to make Bid Rate Loans for more than one or (1) Interest Period in a single Bid Rate Quote Request. No more than two (2) Bid Rate Quote Requests may be submitted by Borrower during any calendar month and no more than twenty-four (24) Bid Rate Quote Requests per year may be submitted by Borrower. (b) Promptly (the same day, if possible) upon receipt of such Loans, it shall, on or before 11:45 a.m. Eastern time on the day that a Bid Rate Loan is Quote Request, Administrative Agent shall send to be made notify the Company of such fact in the form attached hereto as Exhibit B or Banks by telephone confirmed in writing facsimile an invitation (an “Invitation for Bid Rate Quotes”) substantially in the form of Exhibit B. No Bank may bid more than three times per week. With respect EXHIBIT G-2, which shall constitute an invitation by Borrower to the Banks to submit Bid Rate Loans, no Bank may bid an amount which exceeds the projected aggregate Unused Commitments of all of the Banks, calculated as provided in Section 2.01. The Company shall disregard any quote which is received late. If the Company desires Quotes offering to accept one or more of the bids, it shall furnish notice of such fact to the Bank or Banks that made the bids that were accepted by the Company by 12:30 p.m. Eastern time on the day the bids were made. Such notice shall be in the form of Exhibit C hereto or by telephone confirmed in writing in the form of Exhibit C, and a copy thereof shall be provided to the Administrative Agent provided that the copy submitted to the Administrative Agent shall not include bid rates or loan pricing information. The Interest Period may, at the Company's option, extend beyond the Termination Date provided that (i) no Bank is thereby required to extend the Termination Date or renew this Agreement and (ii) if any Bank does not, in its sole discretion, extend, renew, or otherwise continue its commitment on or before the Termination Date then the balance of all make Bid Rate Loans made by the terminating Bank will be due and payable on the Termination Date and the Company will pay all costs relating to prepayment of which such Bid Rate Loans as set forth Quote Request relates in Section 2.11. Notwithstanding the aboveaccordance with this Section. (1) Each Bank may, if any Bank gives the Company notice that the Bank does but is not intend obligated to, submit a Bid Rate Quote containing an offer or offers to make Bid Rate Loans in excess response to any Invitation for Bid Rate Quotes. Each Bid Rate Quote must comply with the requirements of this paragraph (c) and must be submitted to Administrative Agent by facsimile not later than (x) 2:00 p.m. (New York time) on the fourth Banking Day prior to the proposed date of the Bank's Commitment then, until such time as the Bank rescinds such notice, the Company will not be required to notify the subject Bank with respect to LIBOR Bid Rate Loans that would exceed the Bank's Commitment. The notice and rescission described in this paragraph must be in writing, substantially in the form of Exhibit D, and will be effective three (3Loan(s) Business Days after receipt. All notices by the Company to any Bank provided for above shall be sent by facsimile or if agreed to by the recipient Bank, by e-mail to the e-mail address specified by such Bank, and shall be effective only upon receipt. Notices to the Banks shall be directed as provided in the Bank notice profile attached as Exhibit E. All notices by any Bank to the Company provided for above shall be sent by facsimile or by e-mail to the Company at the e-mail address specified on the signature page for the Company, and shall be effective only upon receipt. Not later than 3:00 p.m. Eastern time on the date (which must be a Business Day) a Loan is to be made: (i) each Bank, in the case of a Base Rate LIBOR Auction or LIBOR Loan, shall make available directly to (y) 9:30 a.m. (New York time) on the Company its share Banking Day immediately preceding the proposed date of the Loan; and (iiAbsolute Bid Rate Loan(s) the Bank or Banks whose bid(s) were accepted shall, in the case of an Absolute Rate Auction; provided that Bid Rate LoansQuotes submitted by Administrative Agent (or any Affiliate of Administrative Agent) in its capacity as a Bank may be submitted, make available directly and may only be submitted, if Administrative Agent or such Affiliate notifies Borrower of the terms of the offer or offers contained therein not later than thirty (30) minutes prior to the Company deadline for the other Banks. Any Bid Rate Quote so made shall (subject to Borrower’s satisfaction of the conditions precedent set forth in this Agreement to its entitlement to an advance) be irrevocable except with the written consent of Administrative Agent given on the instructions of Borrower. Bid Rate Loans to be funded pursuant to a Bid Rate Quote may, as provided in Section 12.16, be funded by a Bank’s Designated Lender. A Bank making a Bid Rate Quote shall, if then known, specify in its Bid Rate Quote whether the related Bid Rate Loans are intended to be funded by such Bank’s Designated Lender, as provided in Section 12.16, provided, however, that whether or not the same is specified in a Bank’s Bid Rate Quote, such Bank’s Bid Rate Loan(s) may be funded by its Designated Lender at the time of funding thereof. (2) Each Bid Rate Quote shall be in substantially the form of EXHIBIT G-3 and shall in any case specify: (i) the proposed date of funding of the Bid Rate Loan(s); (ii) the principal amount of the Bid Rate Loan(s) for which each such offer is being made, which principal amount (w) may be greater than or less than the Loan Commitment of the quoting Bank, (x) must be in the aggregate $5,000,000 or a larger integral multiple of $500,000, (y) may not exceed the principal amount of Bid Rate Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Bid Rate Loans for which offers being made by such quoting Bank or Banks agreed to make. The Administrative Agent shall notify each Bank of its pro rata share of each Base Rate or LIBOR Loan. Such notice shall may be given by facsimile no later than 1:00 p.m. Eastern time on, accepted; (iii) in the case of a LIBOR Auction, the margin above or below the applicable LIBOR Interest Rate (the “LIBOR Bid Margin”) offered for each Base such LIBOR Bid Rate Loan, expressed as a percentage per annum (specified to the date such Loan is nearest 1/1,000th of 1%) to be made and, added to (or subtracted from) the applicable LIBOR Interest Rate; (iv) in the case of each LIBOR Loanan Absolute Rate Auction, the date that rate of interest, expressed as a percentage per annum (specified to the nearest 1/1,000th of 1%) (the “Absolute Bid Rate”), offered for each such Absolute Bid Rate Loan; (v) the applicable Interest Period; and (vi) the identity of the quoting Bank. A Bid Rate Quote may set forth up to three (3) separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Bid Rate Quotes. (3) Any Bid Rate Quote shall be disregarded if it: (i) is three Business Days not substantially in conformity with EXHIBIT G-3 or does not specify all of the information required by sub-paragraph (c)(2) above; (ii) contains qualifying, conditional or similar language (except for an aggregate limitation as provided in sub-paragraph (c)(2)(ii) above); (iii) proposes terms other than or in addition to those set forth in the applicable Invitation for Bid Rate Quotes; or (iv) arrives after the time set forth in sub-paragraph (c)(1) above. (d) Administrative Agent shall (x) not later than 3:00 p.m. (New York time) on the fourth Banking Day prior to the proposed date of funding of the LIBOR Bid Rate Loan(s) in the case of a LIBOR Auction or (y) not later than 10:30 a.m. (New York time) on the Banking Day immediately preceding the proposed date of funding of the Absolute Bid Rate Loan(s) in the case of an Absolute Rate Auction, notify Borrower in writing of the terms of any Bid Rate Quote submitted by a Bank that is in accordance with paragraph (c). In addition, Administrative Agent shall, on the Banking Day of its receipt thereof, notify Borrower in writing of any Bid Rate Quote that amends, modifies or is otherwise inconsistent with a previous Bid Rate Quote submitted by such Bank with respect to the same Bid Rate Quote Request. Any such subsequent Bid Rate Quote shall be disregarded by Administrative Agent unless such subsequent Bid Rate Quote is submitted solely to correct a manifest error in such former Bid Rate Quote. Administrative Agent’s notice to Borrower shall specify (A) the aggregate principal amount of Bid Rate Loans for which offers have been received for each Interest Period specified in the related Bid Rate Quote Request, (B) the respective principal amounts, LIBOR Bid Margins and Absolute Bid Rates so offered and (C) if applicable, limitations on the aggregate principal amount of Bid Rate Loans for which offers in any single Bid Rate Quote may be accepted. (e) Not later than (x) 9:30 a.m. (New York time) on the third Banking Day prior to the proposed date of funding of the LIBOR Bid Rate Loan is in the case of a LIBOR Auction or (y) 1:00 p.m. (New York time) on the Banking Day immediately preceding the proposed date of funding of the Absolute Bid Rate Loan in the case of an Absolute Rate Auction, Borrower shall notify Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to paragraph (d). If Borrower fails to notify Administrative Agent of its acceptance of such offers, it shall be madedeemed to have rejected such offers. Loans will A notice of acceptance shall be substantially in the form of EXHIBIT G-4 and shall specify the aggregate principal amount of offers for each Interest Period that are accepted. Borrower may accept any Bid Rate Quote in whole or in part; provided that: (i) the principal amount of each Bid Rate Loan may not exceed the applicable amount set forth in the related Bid Rate Quote Request or be less than $500,000 per Bank and shall be an integral multiple of $100,000; (ii) acceptance of offers with respect to a particular Interest Period may only be made available either by credit on the basis of ascending LIBOR Bid Margins or Absolute Bid Rates, as the case may be, offered for such Interest Period from the lowest effective cost; and (iii) Borrower may not accept any offer that is described in subparagraph (c)(3) or that otherwise fails to an account maintained by the Company comply with the requirements of this Agreement. (f) If offers are made by two (2) or more Banks with the same LIBOR Bid Margins or Absolute Bid Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Bid Rate Loans in respect of which such offers are accepted shall be allocated by Administrative Agent among such Banks as nearly as possible (in multiples of $ 100,000, as Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Administrative Agent shall promptly (and in any event within one (1) Banking Day after such offers are accepted) notify Borrower and each such Bank or in writing of any such allocation of Bid Rate Loans. Determinations by wire transfer to: (a) such account or accounts as may Administrative Agent of the allocation of Bid Rate Loans shall be authorized on forms supplied by the Bank; or (b) conclusive in the absence of manifest error. (g) In the event that Borrower accepts the offer(s) contained in one (1) or more Bid Rate Quotes in accordance with paragraph (e), the Bank(s) making such authorizationoffer(s) shall make a Bid Rate Loan in the accepted amount (as allocated, if necessary, pursuant to Crestar Bankparagraph (f)) on the date specified therefor, ABA No. 000000000in accordance with the procedures specified in Section 2.04, account of Southern States Cooperativeand such Bid Rate Loan shall bear interest at the accepted LIBOR Bid Rate or Absolute Bid Rate, Incorporated Account No. 0000000 or such replacement account as the Company case may be, for the applicable Interest Period. (h) Notwithstanding anything to the contrary contained herein, each Bank shall specify by notice be required to each fund its Pro Rata Share of the BanksAvailable Total Loan Commitment in accordance with Section 2.01(b) despite the fact that any Bank’s Loan Commitment may have been or may be exceeded as a result of such Bank’s making Bid Rate Loans. (i) A Bank who is notified that it has been selected to make a Bid Rate Loan as provided above may designate its Designated Lender (if any) to fund such Bid Rate Loan on its behalf, as described in Section 12.

Bid Rate Loans. In Subject to and upon the event terms and conditions herein set forth (including the Company desires a Bid Rate Loan, it shall notify each of the Banks of such fact by 11:00 a.m. Eastern time on the date such Loan is proposed to be made. Such notice shall be in the form of Exhibit A or by telephone confirmed in writing in the form of Exhibit A and shall specify the amount of the Loan and the proposed maturity date for such Loan, which maturity date shall not in any event exceed the date which is two hundred seventy (270) days from the date of the making of such Bid Rate Loan (the "Bid Rate Maturity Date"). If the Company desires more than one Bid Rate Loan with different Bid Rate Maturity Dates, it may so request in its notice. However, the maximum number of amounts and Bid Rate Maturities for which bids may be sought on any day may not exceed five and the Company may not solicit bids from the Banks for Bid Rate Loans more than three times per week. In the event a Bank, in its sole discretion in each instance, desires to bid on one or more of the Bid Rate Loans or on a part of one or more of such Loans, it shall, on or before 11:45 a.m. Eastern time on the day that a Bid Rate Loan is to be made notify the Company of such fact in the form attached hereto as Exhibit B or by telephone confirmed in writing in the form of Exhibit B. No Bank may bid more than three times per week. With respect to Bid Rate Loans, no Bank may bid an amount which exceeds the projected aggregate Unused Commitments of all of the Banks, calculated as provided limitation set forth in Section 2.01. The Company shall disregard any quote which is received late. If the Company desires to accept one or more of the bids), it shall furnish notice of such fact to the Bank or Banks that made the bids that were accepted by the Company by 12:30 p.m. Eastern time on the day the bids were made. Such notice shall be in the form of Exhibit C hereto or by telephone confirmed in writing in the form of Exhibit CBorrower may request, and a copy thereof shall be provided to the Administrative Agent provided that the copy submitted to the Administrative Agent shall not include bid rates or loan pricing information. The Interest Period may, at the Company's option, extend beyond the Termination Date provided that (i) no Bank is thereby required to extend the Termination Date or renew this Agreement and (ii) if any Bank does noteach Syndicated Lender, in its sole discretion, extendmay agree to make, renew, or otherwise continue its commitment on or before the Termination Date then the balance of all Bid Rate Loans made Advances in accordance with the following procedure: (a) In order to request Bid Rate Bids, Borrower shall telecopy to the Administrative Agent a duly completed Bid Request in the form of Exhibit D attached hereto (which may request not more than three Bid Rate Bids), to be received by the terminating Bank will Administrative Agent not later than 11:00 A.M. (Atlanta, Georgia time) at least one Business Day prior to the Business Day of the proposed Bid Rate Loan or Loans; provided that, such Bid Request shall not be due deemed to have been received by the Administrative Agent in a timely manner unless Borrower shall also have notified the Administrative Agent by telephone (excluding voice mail notification) of such Bid Request by the time specified above. A Bid Request that does not conform substantially to the format of Exhibit D may be rejected in the Administrative Agent's sole discretion, and payable the Administrative Agent shall notify Borrower of such rejection by telecopy not later than 12:00 Noon (Atlanta, Georgia time) on the Termination Date date of receipt. Such request shall in each case refer to this Agreement and specify (i) the Company will pay all costs relating to prepayment date of such Borrowing or Borrowings (which shall be a Business Day) and (ii) the aggregate principal amount thereof which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000, and (iii) the Interest Period with respect thereto. Promptly after its receipt of a Bid Rate Loans Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopy (substantially in the form set forth in Section 2.11. Notwithstanding Exhibit E attached hereto) the aboveSyndicated Lenders to bid, if any Bank gives on the Company notice that the Bank does not intend terms and conditions of this Agreement, to make Bid Rate Loans Advances pursuant to the Bid Request. (b) Each Syndicated Lender may, in excess of the Bank's Commitment thenits sole discretion, until such time as the Bank rescinds such notice, the Company will not be required to notify the subject Bank with respect to make one or more Bid Rate Loans that would exceed the Bank's CommitmentBids (but not more than three) to Borrower responsive to a Bid Request. The notice and rescission described in this paragraph Each Bid Rate Bid by a Syndicated Lender must be in writingreceived by the Administrative Agent via telecopy, substantially in the form of Exhibit DF attached hereto, not later than 10:00 A.M. (Atlanta, Georgia time) on the Business Day of the proposed Bid Rate Loan. Multiple bids (not to exceed three per Syndicated Lender) will be accepted by the Administrative Agent. Bid Rate Bids that do not conform substantially to the format of Exhibit F may be rejected by the Administrative Agent acting in consultation with Borrower, and will be effective three (3) Business Days after receiptthe Administrative Agent shall notify the Syndicated Lender making such nonconforming bid of such rejection as soon as practicable. All notices by the Company Each Bid Rate Bid shall refer to any Bank provided for above shall be sent by facsimile or if agreed to by the recipient Bank, by e-mail to the e-mail address specified by such Bank, this Agreement and shall be effective only upon receipt. Notices to the Banks shall be directed as provided in the Bank notice profile attached as Exhibit E. All notices by any Bank to the Company provided for above shall be sent by facsimile or by e-mail to the Company at the e-mail address specified on the signature page for the Company, and shall be effective only upon receipt. Not later than 3:00 p.m. Eastern time on the date (which must be a Business Day) a Loan is to be made: specify (i) each Bank, the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the case of a Base Rate or LIBOR Loan, shall make available directly to the Company its share of the Loan; and (ii) the Bank or Banks whose bid(s) were accepted shall, in the case of Bid Rate Loans, make available directly to the Company the entire principal amount of the Bid Rate Loan requested by Borrower) of the Bid Rate Advance or Advances that the Syndicated Lender is willing to make to Borrower, (ii) the Bid Rate or Rates at which the Syndicated Lender is prepared to make the Bid Rate Advance or Advances, and (iii) the Interest Period and the last day thereof. If any Syndicated Lender shall elect not to make a Bid Rate Bid, such Bank or Banks agreed Syndicated Lender shall so notify the Administrative Agent via telecopy by the time specified above for submitting a Bid Rate Bid; provided, however, that failure by any Syndicated Lender to makegive such notice shall not cause such Syndicated Lender to be obligated to make any Bid Rate Advance as part of such Bid Rate Loan. A Bid Rate Bid submitted by a Syndicated Lender pursuant to this paragraph (b) shall be irrevocable (absent manifest error). (c) The Administrative Agent shall promptly notify Borrower by telecopy of all the Bid Rate Bids made, the Bid Rate and the principal amount of each Bid Rate Advance in respect of which a Bid Rate Bid was made and the identity of the Syndicated Lender that made each bid. The Administrative Agent shall send a copy of all Bid Rate Bids to Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.07. (d) Borrower may, in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any Bid Rate Bid referred to in paragraph (c) above. Borrower shall notify each Bank the Administrative Agent by telephone, confirmed by telecopy in the form of its pro rata share a Reject Letter, whether and to what extent it has decided to accept or reject any of each Base or all the bids referred to in paragraph (c) above not later than 11:00 A.M. (Atlanta, Georgia time) on the Business Day of the proposed Bid Rate or LIBOR Loan. Such ; provided, however, that (i) the failure by Borrower to give such notice shall be given deemed to be a rejection of all the bids referred to in paragraph (c) above, (ii) Borrower shall not accept a bid made at a particular Bid Rate if Borrower has decided to reject a bid made at a lower Bid Rate, and if two or more Syndicated Lenders have bid the same Bid Rate, the Borrower shall accept all bids made at such Bid Rate, subject to allocation on a pro rata basis, if necessary, pursuant to clause (iv) below, (iii) the aggregate amount of the Bid Rate Bids accepted by facsimile no later than 1:00 p.m. Eastern time on, Borrower shall not exceed the principal amount specified in the case Bid Request, (iv) if Borrower shall accept a bid or bids made at a particular Bid Rate but the amount of each Base Rate Loan, such bid or bids shall cause the date such Loan is total amount of bids to be made and, in the case of each LIBOR Loan, the date that is three Business Days prior to the date such Loan is to be made. Loans will be made available either by credit to an account maintained by the Company with the Bank or by wire transfer to: (a) such account or accounts as may be authorized on forms supplied by the Bank; or (b) in the absence of such authorization, to Crestar Bank, ABA No. 000000000, account of Southern States Cooperative, Incorporated Account No. 0000000 or such replacement account as the Company shall specify by notice to each of the Banks.accepted by

Bid Rate Loans. In the event the Company desires a Bid Rate Loan, it shall notify each of the Banks of such fact by 11:00 a.m. Eastern time on the date such Loan is proposed to be made. Such notice shall be in the form of Exhibit A or by telephone confirmed in writing in the form of Exhibit A and shall specify the amount of the Loan and the proposed maturity date for such Loan, which maturity date shall not in any event exceed the date which is two hundred seventy (270a) days from the date of the making of such Bid Rate Loan (the "Bid Rate Maturity Date"). If the Company desires more than one Bid Rate Loan with different Bid Rate Maturity Dates, it may so request in its notice. However, the maximum number of amounts and Bid Rate Maturities for which bids may be sought on any day may not exceed five and the Company may not solicit bids from the Banks for Bid Rate Loans more than three times per week. In the event a BankEach Lender may, in its sole discretion and on the terms and conditions set forth in this Agreement, make Bid Rate Loans to Borrower from time to time until the Termination Date in an aggregate amount not in excess of the difference between the Total Commitment minus the aggregate outstanding principal amount of all Advances under the Loan; provided, however, at no time shall the sum of (i) the aggregate outstanding principal amount of all Bid Rate Loans made by all Lenders plus (ii) the aggregate principal amount of all outstanding Advances other than Bid Rate Loans exceed the Total Commitment. Bid Rate Loans must have a term not in excess of six (6) months and a maturity date on or prior to the Maturity Date and may not be prepaid without the prior written consent of the Lender making such Bid Rate Loan. Each Bid Rate Loan shall be in an aggregate principal amount which is at least $10,000,000 and which is an integral multiple of $1,000,000 in excess thereof; each instanceBid Rate Loan by a Lender shall be in a principal amount which is at least $1,000,000 and which is an integral multiple of $1,000,000 in excess thereof. Notwithstanding anything herein to the contrary, desires the aggregate principal amount of Bid Rate Loans outstanding at any time may not exceed $75,000,000. No Lender shall have any obligation to bid on one or more make Bid Rate Loans, and Borrower shall have no obligation to accept any offers for Bid Rate Loans. No Lender shall be relieved of its obligation to fund its Commitment Percentage of any Advance notwithstanding the fact that at any time the aggregate outstanding principal amount of all Bid Rate Loans and Advances other than Bid Rate Loans made by such Lender exceeds its Commitment Percentage. (b) With respect to Bid Rate Loans, Borrower shall give Agent prior to 10:00 a.m., utilizing the form attached hereto as Exhibit "H", (i) in the case of Eurodollar Bid Rate Loans, at least four (4) Business Days prior to the proposed borrowing and (ii) in the case of Base Bid Rate Loans, at least two (2) Business Days prior to the proposed borrowing, irrevocable written notice of its intention to borrow Bid Rate Loans. Such notice of borrowing shall specify (i) the requested funding date, which shall be a Business Day, (ii) the aggregate amount of the proposed borrowing of Bid Rate Loans (which shall be at least $10,000,000 and which is an integral multiple of $1,000,000 in excess thereof), (iii) the term of the Bid Rate Loans selected by Borrower, provided that such term shall not exceed six (6) months and shall not extend past the Termination Date, (iv) whether the Bid Rate Loans requested are Base Bid Rate Loans or on a part of one or more of such Eurodollar Bid Rate Loans, it shalland (v) any other terms applicable thereto. Borrower shall pay a $1,000 non-refundable, on or before 11:45 a.m. Eastern time administrative fee for the account of Agent for each month during which Borrower submits more than two (2) notices of a proposed borrowing consisting of Bid Rate Loans. Such fee shall be paid to Agent on the day date of delivery of Borrower's third notice of intention to borrow Bid Rate Loans within a particular month, and shall not be refunded notwithstanding that the proposed borrowing is canceled by Borrower or no Lender offers to make a Bid Rate Loan is to be made notify the Company Loan. (i) Upon receipt of such fact Agent's notice in the form attached hereto as Exhibit B "I", each Lender shall, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more Bid Rate Loans to Borrower as part of such proposed borrowing at a rate or rates of interest specified by telephone confirmed such Lender in writing its sole discretion, by delivering a written quote to Agent in the form attached hereto as Exhibit "J", before 10:00 a.m., (A) three (3) Business Days prior to the proposed date of Exhibit B. No Bank may bid more than three times per week. With respect to borrowing, in the case of a request for Eurodollar Bid Rate Loans, no Bank may bid and (B) one (1) Business Day prior to the proposed date of borrowing, in the case of a request for Base Bid Rate Loans, setting forth (A) the minimum amount (which shall be $1,000,000 or an integral multiple in excess thereof) and maximum amount of each Bid Rate Loan which exceeds the projected aggregate Unused Commitments of all such Lender would be willing to make as part of the Banks, calculated as provided in Section 2.01. The Company shall disregard any quote proposed borrowing (which is received lateamounts may exceed such Lender's Commitment Percentage of the Total Commitment) and (B) the rate or rates of interest therefor. If any Lender shall fail to respond to Agent by such time, such Lender shall be deemed to have elected not to make an offer. (ii) Not later than 11:00 a.m. (A) three (3) Business Days prior to the Company desires proposed date of borrowing in the case of Eurodollar Bid Rate Loans and (B) on the date of the proposed borrowing in the case of Base Bid Rate Loans, Borrower shall, in turn, either (x) cancel such proposed borrowing by giving Agent notice to that effect, or (y) by delivering to Agent the form attached hereto as Exhibit "K", accept one or more of the bids, it shall furnish notice of such fact offers made by any Lender or Lenders pursuant to the Bank or Banks that made the bids that were accepted by the Company by 12:30 p.m. Eastern time on the day the bids were made. Such notice shall be in the form of Exhibit C hereto or by telephone confirmed in writing in the form of Exhibit C, and a copy thereof shall be provided to the Administrative Agent provided that the copy submitted to the Administrative Agent shall not include bid rates or loan pricing information. The Interest Period may, at the Company's option, extend beyond the Termination Date provided that clause (i) no Bank is thereby required to extend the Termination Date or renew this Agreement and (ii) if any Bank does notabove, in its sole discretion, extendby giving notice to Agent of the amount of each Bid Rate Loan (which amount shall be equal to or greater than the minimum amount, renewand equal to or less than the maximum amount, for which notification was given to Borrower by any Lender for such Bid Rate Loan pursuant to clause (i) above) to be made by each Lender as part of such borrowing, and reject any remaining offers made by Lenders pursuant to clause (i) above by giving Agent notice to that effect; provided, however, that acceptance by Borrower of offers may only be made on the basis of ascending Eurodollar Bid Rates and Base Bid Rates within each term with respect to Lenders whose outstanding Advances do not exceed or otherwise continue would not exceed as a result of such Bid Rate Loans its commitment on Commitment Percentage of the Total Commitment; and, provided, further, that if offers are made by two or before more such Lenders with same Eurodollar Bid Rates or Base Bid Rates for a greater aggregate principal amount than the Termination Date then amount for which such offers are accepted for the balance related term, the principal amount of all Bid Rate Loans accepted shall be allocated by Borrower among such Lenders as nearly as possible (in multiples not less than $1,000,000) in proportion to the aggregate principal amount of such offers. (iii) Agent shall promptly notify each bidding Lender, utilizing the form attached hereto as Exhibit "K", whether or not its Bid Rate Loan has been accepted (which notice to those Lenders whose Bid Rate Loans have been accepted will be given within one hour from the time such bid was accepted by Borrower). After completing the notifications referred to in the immediately preceding sentence, Agent shall notify each bidding Lender (A) the aggregate amount of Bid Rate Loans made by in connection with such proposed borrowing, (B) each date on which any Bid Rate Loan shall mature, (C) the terminating Bank will be due and payable on the Termination Date and the Company will pay all costs relating to prepayment principal amount of Bid Rate Loans which shall mature on such date, (D) the interest rate for each such Bid Rate Loan, (E) the highest and lowest bid submitted by Lenders in connection with each Bid Rate Loan request and (F) Lender making each such Bid Rate Loan. (iv) If Agent shall at any time elect to submit a bid for a Bid Rate Loan in its capacity as a Lender, it shall submit such bid directly to Borrower one-half hour earlier than the latest time at which other Lenders are required to submit their bid to Agent pursuant to Section 3.7(b)(i) hereof. (v) If Borrower accepts one or more offers made by any Lender or Lenders pursuant to Section 3.7(b)(ii)(y) above, each such Lender shall, unless any applicable condition set forth in Section 2.11. Notwithstanding herein has not been satisfied, make the above, if any Bank gives funds under the Company notice that the Bank does not intend to make Bid Rate Loans promptly available to Borrower by wire transfer to Agent pursuant to Agent's wire transfer instructions on "Exhibit E" (or as otherwise directed by Agent) in excess of the Bank's Commitment then, until such time as the Bank rescinds such notice, the Company will not be required to notify the subject Bank with respect to Bid Rate Loans funds that would exceed the Bank's Commitment. The notice and rescission described in this paragraph must be in writing, substantially in the form of Exhibit D, and will be effective three are available for immediate use by Agent. (3vi) Business Days after receipt. All notices by the Company to Interest on any Bank provided for above shall be sent by facsimile or if agreed to by the recipient Bank, by e-mail to the e-mail address specified by such Bank, and shall be effective only upon receipt. Notices to the Banks shall be directed as provided in the Bank notice profile attached as Exhibit E. All notices by any Bank to the Company provided for above shall be sent by facsimile or by e-mail to the Company at the e-mail address specified on the signature page for the Company, and shall be effective only upon receipt. Not later than 3:00 p.m. Eastern time on the date (which must be a Business Day) a Loan is to be made: (i) each Bank, in the case of a Base Rate or LIBOR Loan, shall make available directly to the Company its share of the Loan; and (ii) the Bank or Banks whose bid(s) were accepted shall, in the case of Bid Rate Loans, make available directly to the Company the principal amount of the Eurodollar Bid Rate Loan which such Bank or Banks agreed to make. The Administrative Agent shall notify each Bank of its pro rata share of each Base Rate or LIBOR Loan. Such notice shall be given by facsimile no later than 1:00 p.m. Eastern time oncalculated at a daily rate equal to 1/360 of the annual percentage rate applicable to such Eurodollar Bid Rate Loan; interest on any Base Bid Rate Loan shall be calculated on the basis of the actual days elapsed in a year consisting of 365 or 366 days, in as the case of each Base Rate Loan, the date such Loan is to be made and, in the case of each LIBOR Loan, the date that is three Business Days prior to the date such Loan is to be made. Loans will be made available either by credit to an account maintained by the Company with the Bank or by wire transfer to: (a) such account or accounts as may be authorized on forms supplied by the Bank; or (b) in the absence of such authorization, to Crestar Bank, ABA No. 000000000, account of Southern States Cooperative, Incorporated Account No. 0000000 or such replacement account as the Company shall specify by notice to each of the Banksbe.

Bid Rate Loans. In (a) When Borrower has the event Borrower's Credit Rating required by Section 2.01(c) and wishes to request offers from the Company desires a Banks to make Bid Rate LoanLoans, it shall notify each of the Banks of such fact transmit to Administrative Agent by 11:00 a.m. Eastern time on the date such Loan is proposed to be made. Such notice shall be facsimile a request (a "Bid Rate Quote Request") substantially in the form of Exhibit A or by telephone confirmed in writing in EXHIBIT G-1 so as to be received not later than 10:30 a.m. (New York time) on the form of Exhibit A and shall specify fifth Banking Day prior to the amount date for funding of the Loan and Bid Rate Loan(s) proposed therein, specifying: (1) the proposed maturity date for such Loanof funding of the Bid Rate Loan(s), which maturity date shall not in any event exceed be a Banking Day; (2) the date which is two hundred seventy (270) days from the date of the making of such Bid Rate Loan (the "Bid Rate Maturity Date"). If the Company desires more than one Bid Rate Loan with different Bid Rate Maturity Dates, it may so request in its notice. However, the maximum number of amounts and Bid Rate Maturities for which bids may be sought on any day may not exceed five and the Company may not solicit bids from the Banks for Bid Rate Loans more than three times per week. In the event a Bank, in its sole discretion in each instance, desires to bid on one or more aggregate amount of the Bid Rate Loans requested, which shall be Twenty Five Million Dollars ($25,000,000) or on a part larger integral multiple of One Million Dollars ($1,000,000); and (3) the duration of the Interest Period(s) applicable thereto, subject to the provisions of the definition of "Interest Period" in Section 1.01. Borrower may request offers to make Bid Rate Loans for more than one or more (1) Interest Period in a single Bid Rate Quote Request. No Bid Rate Quote Request may be submitted by Borrower sooner than thirty (30) days after the submission of such Loans, it shall, on or before 11:45 a.m. Eastern time on the day that any other Bid Rate Quote Request. (b) Promptly upon receipt of a Bid Rate Loan is Quote Request, Administrative Agent shall send to be made notify the Company of such fact in the form attached hereto as Exhibit B or Banks by telephone confirmed in writing facsimile an invitation (an "Invitation for Bid Rate Quotes") substantially in the form of Exhibit B. No Bank may bid more than three times per week. With respect EXHIBIT G-2, which shall constitute an invitation by Borrower to the Banks to submit Bid Rate Loans, no Bank may bid an amount which exceeds the projected aggregate Unused Commitments of all of the Banks, calculated as provided in Section 2.01. The Company shall disregard any quote which is received late. If the Company desires Quotes offering to accept one or more of the bids, it shall furnish notice of such fact to the Bank or Banks that made the bids that were accepted by the Company by 12:30 p.m. Eastern time on the day the bids were made. Such notice shall be in the form of Exhibit C hereto or by telephone confirmed in writing in the form of Exhibit C, and a copy thereof shall be provided to the Administrative Agent provided that the copy submitted to the Administrative Agent shall not include bid rates or loan pricing information. The Interest Period may, at the Company's option, extend beyond the Termination Date provided that (i) no Bank is thereby required to extend the Termination Date or renew this Agreement and (ii) if any Bank does not, in its sole discretion, extend, renew, or otherwise continue its commitment on or before the Termination Date then the balance of all make Bid Rate Loans made by the terminating Bank will be due and payable on the Termination Date and the Company will pay all costs relating to prepayment of which such Bid Rate Loans as set forth Quote Request relates in Section 2.11. Notwithstanding the above, if any accordance with this Section. (1) Each Bank gives the Company notice that the Bank does not intend may submit a Bid Rate Quote containing an offer or offers to make Bid Rate Loans in excess response to any Invitation for Bid Rate Quotes. Each Bid Rate Quote must comply with the requirements of this paragraph (c) and must be submitted to Administrative Agent by facsimile not later than 2:00 p.m. (New York time) on the fourth Banking Day prior to the proposed date of the BankBid Rate Loan(s); provided that Bid Rate Quotes submitted by UBS (or any Affiliate of Administrative Agent) in its capacity as a Bank may be submitted, and may only be submitted, if UBS or such Affiliate notifies Borrower of the terms of the offer or offers contained therein not later than one (1) hour prior to the deadline for the other Banks. Any Bid Rate Quote so made shall (subject to Borrower's Commitment then, until such time as satisfaction of the Bank rescinds such notice, conditions precedent set forth in this Agreement to its entitlement to an advance) be irrevocable except with the Company will not be required to notify written consent of Administrative Agent given on the subject Bank with respect to instructions of Borrower. Bid Rate Loans that would exceed the to be funded pursuant to a Bid Rate Quote may, as provided in Section 12.16, be funded by a Bank's CommitmentDesignated Lender. The notice and rescission described A Bank making a Bid Rate Quote shall specify in this paragraph must its Bid Rate Quote whether the related Bid Rate Loans are intended to be funded by such Bank's Designated Lender, as provided in Section 12.16. (2) Each Bid Rate Quote shall be in writing, substantially in the form of Exhibit D, and will be effective three (3) Business Days after receipt. All notices by the Company to any Bank provided for above shall be sent by facsimile or if agreed to by the recipient Bank, by e-mail to the e-mail address specified by such Bank, EXHIBIT G-3 and shall be effective only upon receipt. Notices to the Banks shall be directed as provided in the Bank notice profile attached as Exhibit E. All notices by any Bank to the Company provided for above shall be sent by facsimile or by e-mail to the Company at the e-mail address specified on the signature page for the Company, and shall be effective only upon receipt. Not later than 3:00 p.m. Eastern time on the date (which must be a Business Day) a Loan is to be made: case specify: (i) each Bank, in the case proposed date of a Base Rate or LIBOR Loan, shall make available directly to the Company its share funding of the Loan; and Bid Rate Loan(s); (ii) the Bank or Banks whose bid(s) were accepted shall, in the case of Bid Rate Loans, make available directly to the Company the principal amount of the Bid Rate Loan(s) for which each such offer is being made, which principal amount (w) may be greater than or less than the Loan Commitment of the quoting Bank, (x) must be in the aggregate Twenty Five Million Dollars ($25,000,000) or a larger integral multiple of One Million Dollars ($1,000,000), (y) may not exceed the principal amount of Bid Rate Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Bid Rate Loans for which offers being made by such quoting Bank may be accepted; (iii) the margin above or Banks agreed below the applicable LIBOR Interest Rate (the "LIBOR Bid Margin") offered for each such Bid Rate Loan, expressed as a percentage per annum (specified to makethe nearest 1/1,000th of 1%) to be added to (or subtracted from) the applicable LIBOR Interest Rate; (iv) the applicable Interest Period; and (v) the identity of the quoting Bank. The A Bid Rate Quote may set forth up to three (3) separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Bid Rate Quotes. (3) Any Bid Rate Quote shall be disregarded if it: (i) is not substantially in conformity with EXHIBIT G-3 or does not specify all of the information required by sub-paragraph (c)(2) above; (ii) contains qualifying, conditional or similar language (except for an aggregate limitation as provided in sub-paragraph (c)(2)(ii) above); (iii) proposes terms other than or in addition to those set forth in the applicable Invitation for Bid Rate Quotes; or (iv) arrives after the time set forth in sub-paragraph (c)(1) above. (d) Administrative Agent shall on the Banking Day of receipt thereof notify each Borrower in writing of the terms of (x) any Bid Rate Quote submitted by a Bank of its pro rata share of each Base that is in accordance with paragraph (c) and (y) any Bid Rate Quote that amends, modifies or LIBOR Loanis otherwise inconsistent with a previous Bid Rate Quote submitted by such Bank with respect to the same Bid Rate Quote Request. Such notice Any such subsequent Bid Rate Quote shall be given disregarded by facsimile no later than 1:00 p.m. Eastern time on, Administrative Agent unless such subsequent Bid Rate Quote is submitted solely to correct a manifest error in such former Bid Rate Quote. Administrative Agent's notice to Borrower shall specify (A) the aggregate principal amount of Bid Rate Loans for which offers have been received for each Interest Period specified in the case of each Base related Bid Rate LoanQuote Request, (B) the date such Loan is to be made and, in the case of each respective principal amounts and LIBOR Loan, the date that is three Business Days prior to the date such Loan is to be made. Loans will be made available either by credit to an account maintained by the Company with the Bank or by wire transfer to: Bid Margins so offered and (aC) such account or accounts as may be authorized on forms supplied by the Bank; or (b) in the absence of such authorization, to Crestar Bank, ABA No. 000000000, account of Southern States Cooperative, Incorporated Account No. 0000000 or such replacement account as the Company shall specify by notice to each of the Banks.if applicable,

Bid Rate Loans. In (a) When Borrower wishes to request offers from the event the Company desires a Banks to make Bid Rate LoanLoans, it shall notify each of the Banks of such fact transmit to Administrative Agent by 11:00 a.m. Eastern time on the date such Loan is proposed to be made. Such notice shall be facsimile a request (a "Bid Rate Quote Request") substantially in the form of Exhibit A or by telephone confirmed in writing EXHIBIT G-1 so as to be received not later than 12:00 Noon (New York time) on (x) the fifth Banking Day prior to the date for funding of the LIBOR Bid Rate Loan(s) proposed therein in the form case of Exhibit A and shall specify a LIBOR Auction or (y) the amount second Banking Day prior to the date for funding of the Loan and Absolute Bid Rate Loan(s) proposed therein in the case of an Absolute Rate Auction, specifying: (1) the proposed maturity date for such Loanof funding of the Bid Rate Loan(s), which maturity date shall not in any event exceed be a Banking Day; (2) the date which is two hundred seventy (270) days from the date of the making of such Bid Rate Loan (the "Bid Rate Maturity Date"). If the Company desires more than one Bid Rate Loan with different Bid Rate Maturity Dates, it may so request in its notice. However, the maximum number of amounts and Bid Rate Maturities for which bids may be sought on any day may not exceed five and the Company may not solicit bids from the Banks for Bid Rate Loans more than three times per week. In the event a Bank, in its sole discretion in each instance, desires to bid on one or more aggregate amount of the Bid Rate Loans requested, which shall be $5,000,000 or on a part larger integral multiple of $500,000; (3) the duration of the Interest Period(s) applicable thereto, subject to the provisions of the definition of "Interest Period" in Section 1.01 and the provisions of Section 2.05; and (4) whether the Bid Rate Quotes requested are to set forth a LIBOR Bid Margin (to be used to compute the LIBOR Bid Rate) or an Absolute Bid Rate. Borrower may request offers to make Bid Rate Loans for more than one or (1) Interest Period in a single Bid Rate Quote Request. No more than two (2) Bid Rate Quote Requests may be submitted by Borrower during any calendar month and no more than twenty-four (24) Bid Rate Quote Requests per year may be submitted by Borrower. (b) Promptly (the same day, if possible) upon receipt of such Loans, it shall, on or before 11:45 a.m. Eastern time on the day that a Bid Rate Loan is Quote Request, Administrative Agent shall send to be made notify the Company of such fact in the form attached hereto as Exhibit B or Banks by telephone confirmed in writing facsimile an invitation (an "Invitation for Bid Rate Quotes") substantially in the form of Exhibit B. No Bank may bid more than three times per week. With respect EXHIBIT G-2, which shall constitute an invitation by Borrower to the Banks to submit Bid Rate Loans, no Bank may bid an amount which exceeds the projected aggregate Unused Commitments of all of the Banks, calculated as provided in Section 2.01. The Company shall disregard any quote which is received late. If the Company desires Quotes offering to accept one or more of the bids, it shall furnish notice of such fact to the Bank or Banks that made the bids that were accepted by the Company by 12:30 p.m. Eastern time on the day the bids were made. Such notice shall be in the form of Exhibit C hereto or by telephone confirmed in writing in the form of Exhibit C, and a copy thereof shall be provided to the Administrative Agent provided that the copy submitted to the Administrative Agent shall not include bid rates or loan pricing information. The Interest Period may, at the Company's option, extend beyond the Termination Date provided that (i) no Bank is thereby required to extend the Termination Date or renew this Agreement and (ii) if any Bank does not, in its sole discretion, extend, renew, or otherwise continue its commitment on or before the Termination Date then the balance of all make Bid Rate Loans made by the terminating Bank will be due and payable on the Termination Date and the Company will pay all costs relating to prepayment of which such Bid Rate Loans as set forth Quote Request relates in Section 2.11accordance with this Section. Notwithstanding the above, if any (c) (1) Each Bank gives the Company notice that the Bank does not intend may submit a Bid Rate Quote containing an offer or offers to make Bid Rate Loans in excess response to any Invitation for Bid Rate Quotes. Each Bid Rate Quote must comply with the requirements of this paragraph (c) and must be submitted to Administrative Agent by facsimile not later than (x) 2:00 p.m. (New York time) on the fourth Banking Day prior to the proposed date of the Bank's Commitment then, until such time as the Bank rescinds such notice, the Company will not be required to notify the subject Bank with respect to LIBOR Bid Rate Loans that would exceed the Bank's Commitment. The notice and rescission described in this paragraph must be in writing, substantially in the form of Exhibit D, and will be effective three (3Loan(s) Business Days after receipt. All notices by the Company to any Bank provided for above shall be sent by facsimile or if agreed to by the recipient Bank, by e-mail to the e-mail address specified by such Bank, and shall be effective only upon receipt. Notices to the Banks shall be directed as provided in the Bank notice profile attached as Exhibit E. All notices by any Bank to the Company provided for above shall be sent by facsimile or by e-mail to the Company at the e-mail address specified on the signature page for the Company, and shall be effective only upon receipt. Not later than 3:00 p.m. Eastern time on the date (which must be a Business Day) a Loan is to be made: (i) each Bank, in the case of a Base Rate LIBOR Auction or LIBOR Loan, shall make available directly to (y) 9:30 a.m. (New York time) on the Company its share Banking Day immediately preceding the proposed date of the Loan; and (iiAbsolute Bid Rate Loan(s) the Bank or Banks whose bid(s) were accepted shall, in the case of an Absolute Rate Auction; provided that Bid Rate LoansQuotes submitted by Administrative Agent (or any Affiliate of Administrative Agent) in its capacity as a Bank may be submitted, make available directly and may only be submitted, if Administrative Agent or such Affiliate notifies Borrower of the terms of the offer or offers contained therein not later than (x) one (1) hour prior to the Company deadline for the other Banks in the case of a LIBOR Auction or (y) thirty (30) minutes prior to the deadline for the other Banks in the case of an Absolute Rate Auction. Any Bid Rate Quote so made shall (subject to Borrower's satisfaction of the conditions precedent set forth in this Agreement to its entitlement to an advance) be irrevocable except with the written consent of Administrative Agent given on the instructions of Borrower. Bid Rate Loans to be funded pursuant to a Bid Rate Quote may, as provided in Section 12.16, be funded by a Bank's Designated Lender. A Bank making a Bid Rate Quote shall, if then known, specify in its Bid Rate Quote whether the related Bid Rate Loans are intended to be funded by such Bank's Designated Lender, as provided in Section 12.16, provided, however, that whether or not the same is specified in a Bank's Bid Rate Quote, such Bank's Bid Rate Loan(s) may be funded by its Designated Lender at the time of funding thereof. (2) Each Bid Rate Quote shall be in substantially the form of EXHIBIT G-3 and shall in any case specify: (i) the proposed date of funding of the Bid Rate Loan(s); (ii) the principal amount of the Bid Rate Loan(s) for which each such offer is being made, which principal amount (w) may be greater than or less than the Loan Commitment of the quoting Bank, (x) must be in the aggregate $5,000,000 or a larger integral multiple of $500,000, (y) may not exceed the principal amount of Bid Rate Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Bid Rate Loans for which offers being made by such quoting Bank or Banks agreed to make. The Administrative Agent shall notify each Bank of its pro rata share of each Base Rate or LIBOR Loan. Such notice shall may be given by facsimile no later than 1:00 p.m. Eastern time on, accepted; (iii) in the case of a LIBOR Auction, the margin above or below the applicable LIBOR Interest Rate (the "LIBOR Bid Margin") offered for each Base such LIBOR Bid Rate Loan, expressed as a percentage per annum (specified to the date such Loan is nearest 1/1,000th of 1%) to be made and, added to (or subtracted from) the applicable LIBOR Interest Rate; (iv) in the case of each LIBOR Loanan Absolute Rate Auction, the date that rate of interest, expressed as a percentage per annum (specified to the nearest 1/1,000th of 1%) (the "Absolute Bid Rate"), offered for each such Absolute Bid Rate Loan; (v) the applicable Interest Period; and (vi) the identity of the quoting Bank. A Bid Rate Quote may set forth up to three (3) separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Bid Rate Quotes. (3) Any Bid Rate Quote shall be disregarded if it: (i) is three Business Days not substantially in conformity with EXHIBIT G-3 or does not specify all of the information required by sub-paragraph (c)(2) above; (ii) contains qualifying, conditional or similar language (except for an aggregate limitation as provided in sub-paragraph (c)(2)(ii) above); (iii) proposes terms other than or in addition to those set forth in the applicable Invitation for Bid Rate Quotes; or (iv) arrives after the time set forth in sub-paragraph (c)(1) above. (d) Administrative Agent shall (x) not later than 3:00 p.m. (New York time) on the fourth Banking Day prior to the proposed date such Loan is to be made. Loans will be made available either by credit to an account maintained by of funding of the Company with the Bank or by wire transfer to: (a) such account or accounts as may be authorized on forms supplied by the Bank; or (bLIBOR Bid Rate Loan(s) in the absence case of a LIBOR Auction or (y) not later than 10:30 a.m. (New York time) on the Banking Day immediately preceding the proposed date of funding of the Absolute Bid Rate Loan(s) in the case of an Absolute Rate Auction, notify Borrower in writing of the terms of any Bid Rate Quote submitted by a Bank that is in accordance with paragraph (c). In addition, Administrative Agent shall, on the Banking Day of its receipt thereof, notify Borrower in writing of any Bid Rate Quote that amends, modifies or is otherwise inconsistent with a previous Bid Rate Quote submitted by such Bank with respect to the same Bid Rate Quote Request. Any such subsequent Bid Rate Quote shall be disregarded by Administrative Agent unless such subsequent Bid Rate Quote is submitted solely to correct a manifest error in such former Bid Rate Quote. Administrative Agent's notice to Borrower shall specify (A) the aggregate principal amount of Bid Rate Loans for which offers have been received for each Interest Period specified in the related Bid Rate Quote Request, (B) the respective principal amounts, LIBOR Bid Margins and Absolute Bid Rates so offered and (C) if applicable, limitations on the aggregate principal amount of Bid Rate Loans for which offers in any single Bid Rate Quote may be accepted. (e) Not later than 9:30 a.m. (New York time) on (x) the third Banking Day prior to the proposed date of funding of the LIBOR Bid Rate Loan in the case of a LIBOR Auction or (y) the Banking Day immediately preceding the proposed date of funding of the Absolute Bid Rate Loan in the case of an Absolute Rate Auction, Borrower shall notify Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to paragraph (d). If Borrower fails to notify Administrative Agent of its acceptance of such authorizationoffers, it shall be deemed to Crestar Bank, ABA Nohave rejected such offers. 000000000, account A notice of Southern States Cooperative, Incorporated Account No. 0000000 or such replacement account as acceptance shall be substantially in the Company form of EXHIBIT G-4 and shall specify by notice to the aggregate principal amount of offers for each Interest Period that are accepted. Borrower may accept any Bid Rate Quote in whole or in part; provided that: (i) the principal amount of each Bid Rate Loan may not exceed the Banks.applicable amount set forth in the related Bid Rate Quote Request or be less than $500,000 per Bank and shall be an integral multiple of $100,000;

Bid Rate Loans. In (a) When Borrower wishes to request offers from the event the Company desires a Banks to make Bid Rate LoanLoans, it shall notify each of the Banks of such fact transmit to Administrative Agent by 11:00 a.m. Eastern time on the date such Loan is proposed to be made. Such notice shall be facsimile a request (a “Bid Rate Quote Request”) substantially in the form of Exhibit A or by telephone confirmed in writing EXHIBIT G-1 so as to be received not later than 12:00 noon (New York time) on (x) the fifth Banking Day prior to the date for funding of the LIBOR Bid Rate Loan(s) proposed therein in the form case of Exhibit A and shall specify a LIBOR Auction or (y) the amount second Banking Day prior to the date for funding of the Loan and Absolute Bid Rate Loan(s) proposed therein in the case of an Absolute Rate Auction, specifying: (1) the proposed maturity date for such Loanof funding of the Bid Rate Loan(s), which maturity date shall not in any event exceed be a Banking Day; (2) the date which is two hundred seventy (270) days from the date of the making of such Bid Rate Loan (the "Bid Rate Maturity Date"). If the Company desires more than one Bid Rate Loan with different Bid Rate Maturity Dates, it may so request in its notice. However, the maximum number of amounts and Bid Rate Maturities for which bids may be sought on any day may not exceed five and the Company may not solicit bids from the Banks for Bid Rate Loans more than three times per week. In the event a Bank, in its sole discretion in each instance, desires to bid on one or more aggregate amount of the Bid Rate Loans requested, which shall be $5,000,000 or on a part larger integral multiple of $500,000; (3) the duration of the Interest Period(s) applicable thereto, subject to the provisions of the definition of “Interest Period” in Section 1.01 and the provisions of Section 2.05; and (4) whether the Bid Rate Quotes requested are to set forth a LIBOR Bid Margin (to be used to compute the LIBOR Bid Rate) or an Absolute Bid Rate. Borrower may request offers to make Bid Rate Loans for more than one or (1) Interest Period in a single Bid Rate Quote Request. No more than two (2) Bid Rate Quote Requests may be submitted by Borrower during any calendar month and no more than twenty-four (24) Bid Rate Quote Requests per year may be submitted by Borrower. (b) Promptly (the same day, if possible) upon receipt of such Loans, it shall, on or before 11:45 a.m. Eastern time on the day that a Bid Rate Loan is Quote Request, Administrative Agent shall send to be made notify the Company of such fact in the form attached hereto as Exhibit B or Banks by telephone confirmed in writing facsimile an invitation (an “Invitation for Bid Rate Quotes”) substantially in the form of Exhibit B. No Bank may bid more than three times per week. With respect EXHIBIT G-2, which shall constitute an invitation by Borrower to the Banks to submit Bid Rate Loans, no Bank may bid an amount which exceeds the projected aggregate Unused Commitments of all of the Banks, calculated as provided in Section 2.01. The Company shall disregard any quote which is received late. If the Company desires Quotes offering to accept one or more of the bids, it shall furnish notice of such fact to the Bank or Banks that made the bids that were accepted by the Company by 12:30 p.m. Eastern time on the day the bids were made. Such notice shall be in the form of Exhibit C hereto or by telephone confirmed in writing in the form of Exhibit C, and a copy thereof shall be provided to the Administrative Agent provided that the copy submitted to the Administrative Agent shall not include bid rates or loan pricing information. The Interest Period may, at the Company's option, extend beyond the Termination Date provided that (i) no Bank is thereby required to extend the Termination Date or renew this Agreement and (ii) if any Bank does not, in its sole discretion, extend, renew, or otherwise continue its commitment on or before the Termination Date then the balance of all make Bid Rate Loans made by the terminating Bank will be due and payable on the Termination Date and the Company will pay all costs relating to prepayment of which such Bid Rate Loans as set forth Quote Request relates in Section 2.11. Notwithstanding the above, if any accordance with this Section. (1) Each Bank gives the Company notice that the Bank does not intend may submit a Bid Rate Quote containing an offer or offers to make Bid Rate Loans in excess response to any Invitation for Bid Rate Quotes. Each Bid Rate Quote must comply with the requirements of this paragraph (c) and must be submitted to Administrative Agent by facsimile not later than (x) 2:00 p.m. (New York time) on the fourth Banking Day prior to the proposed date of the Bank's Commitment then, until such time as the Bank rescinds such notice, the Company will not be required to notify the subject Bank with respect to LIBOR Bid Rate Loans that would exceed the Bank's Commitment. The notice and rescission described in this paragraph must be in writing, substantially in the form of Exhibit D, and will be effective three (3Loan(s) Business Days after receipt. All notices by the Company to any Bank provided for above shall be sent by facsimile or if agreed to by the recipient Bank, by e-mail to the e-mail address specified by such Bank, and shall be effective only upon receipt. Notices to the Banks shall be directed as provided in the Bank notice profile attached as Exhibit E. All notices by any Bank to the Company provided for above shall be sent by facsimile or by e-mail to the Company at the e-mail address specified on the signature page for the Company, and shall be effective only upon receipt. Not later than 3:00 p.m. Eastern time on the date (which must be a Business Day) a Loan is to be made: (i) each Bank, in the case of a Base Rate LIBOR Auction or LIBOR Loan, shall make available directly to (y) 9:30 a.m. (New York time) on the Company its share Banking Day immediately preceding the proposed date of the Loan; and (iiAbsolute Bid Rate Loan(s) the Bank or Banks whose bid(s) were accepted shall, in the case of an Absolute Rate Auction; provided that Bid Rate LoansQuotes submitted by Administrative Agent (or any Affiliate of Administrative Agent) in its capacity as a Bank may be submitted, make available directly and may only be submitted, if Administrative Agent or such Affiliate notifies Borrower of the terms of the offer or offers contained therein not later than thirty (30) minutes prior to the Company deadline for the other Banks. Any Bid Rate Quote so made shall (subject to Borrower’s satisfaction of the conditions precedent set forth in this Agreement to its entitlement to an advance) be irrevocable except with the written consent of Administrative Agent given on the instructions of Borrower. Bid Rate Loans to be funded pursuant to a Bid Rate Quote may, as provided in Section 12.16, be funded by a Bank’s Designated Lender. A Bank making a Bid Rate Quote shall, if then known, specify in its Bid Rate Quote whether the related Bid Rate Loans are intended to be funded by such Bank’s Designated Lender, as provided in Section 12.16, provided, however, that whether or not the same is specified in a Bank’s Bid Rate Quote, such Bank’s Bid Rate Loan(s) may be funded by its Designated Lender at the time of funding thereof. (2) Each Bid Rate Quote shall be in substantially the form of EXHIBIT G-3 and shall in any case specify: (i) the proposed date of funding of the Bid Rate Loan(s); (ii) the principal amount of the Bid Rate Loan(s) for which each such offer is being made, which principal amount (w) may be greater than or less than the Loan Commitment of the quoting Bank, (x) must be in the aggregate $5,000,000 or a larger integral multiple of $500,000, (y) may not exceed the principal amount of Bid Rate Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Bid Rate Loans for which offers being made by such quoting Bank or Banks agreed to make. The Administrative Agent shall notify each Bank of its pro rata share of each Base Rate or LIBOR Loan. Such notice shall may be given by facsimile no later than 1:00 p.m. Eastern time on, accepted; (iii) in the case of a LIBOR Auction, the margin above or below the applicable LIBOR Interest Rate (the “LIBOR Bid Margin”) offered for each Base such LIBOR Bid Rate Loan, expressed as a percentage per annum (specified to the date such Loan is nearest 1/1,000th of 1%) to be made and, added to (or subtracted from) the applicable LIBOR Interest Rate; (iv) in the case of each LIBOR Loanan Absolute Rate Auction, the date that rate of interest, expressed as a percentage per annum (specified to the nearest 1/1,000th of 1%) (the “Absolute Bid Rate”), offered for each such Absolute Bid Rate Loan; (v) the applicable Interest Period; and (vi) the identity of the quoting Bank. A Bid Rate Quote may set forth up to three (3) separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Bid Rate Quotes. (3) Any Bid Rate Quote shall be disregarded if it: (i) is three Business Days not substantially in conformity with EXHIBIT G-3 or does not specify all of the information required by sub-paragraph (c)(2) above; (ii) contains qualifying, conditional or similar language (except for an aggregate limitation as provided in sub-paragraph (c)(2)(ii) above); (iii) proposes terms other than or in addition to those set forth in the applicable Invitation for Bid Rate Quotes; or (iv) arrives after the time set forth in sub-paragraph (c)(1) above. (d) Administrative Agent shall (x) not later than 3:00 p.m. (New York time) on the fourth Banking Day prior to the proposed date of funding of the LIBOR Bid Rate Loan(s) in the case of a LIBOR Auction or (y) not later than 10:30 a.m. (New York time) on the Banking Day immediately preceding the proposed date of funding of the Absolute Bid Rate Loan(s) in the case of an Absolute Rate Auction, notify Borrower in writing of the terms of any Bid Rate Quote submitted by a Bank that is in accordance with paragraph (c). In addition, Administrative Agent shall, on the Banking Day of its receipt thereof, notify Borrower in writing of any Bid Rate Quote that amends, modifies or is otherwise inconsistent with a previous Bid Rate Quote submitted by such Bank with respect to the same Bid Rate Quote Request. Any such subsequent Bid Rate Quote shall be disregarded by Administrative Agent unless such subsequent Bid Rate Quote is submitted solely to correct a manifest error in such former Bid Rate Quote. Administrative Agent’s notice to Borrower shall specify (A) the aggregate principal amount of Bid Rate Loans for which offers have been received for each Interest Period specified in the related Bid Rate Quote Request, (B) the respective principal amounts, LIBOR Bid Margins and Absolute Bid Rates so offered and (C) if applicable, limitations on the aggregate principal amount of Bid Rate Loans for which offers in any single Bid Rate Quote may be accepted. (e) Not later than (x) 9:30 a.m. (New York time) on the third Banking Day prior to the proposed date of funding of the LIBOR Bid Rate Loan is in the case of a LIBOR Auction or (y) 1:00 p.m. (New York time) on the Banking Day immediately preceding the proposed date of funding of the Absolute Bid Rate Loan in the case of an Absolute Rate Auction, Borrower shall notify Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to paragraph (d). If Borrower fails to notify Administrative Agent of its acceptance of such offers, it shall be madedeemed to have rejected such offers. Loans will A notice of acceptance shall be substantially in the form of EXHIBIT G-4 and shall specify the aggregate principal amount of offers for each Interest Period that are accepted. Borrower may accept any Bid Rate Quote in whole or in part; provided that: (i) the principal amount of each Bid Rate Loan may not exceed the applicable amount set forth in the related Bid Rate Quote Request or be less than $500,000 per Bank and shall be an integral multiple of $100,000; (ii) acceptance of offers with respect to a particular Interest Period may only be made available either by credit on the basis of ascending LIBOR Bid Margins or Absolute Bid Rates, as the case may be, offered for such Interest Period from the lowest effective cost; and (iii) Borrower may not accept any offer that is described in sub-paragraph (c)(3) or that otherwise fails to an account maintained by the Company comply with the requirements of this Agreement. (f) If offers are made by two (2) or more Banks with the same LIBOR Bid Margins or Absolute Bid Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Bid Rate Loans in respect of which such offers are accepted shall be allocated by Administrative Agent among such Banks as nearly as possible (in multiples of $100,000, as Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Administrative Agent shall promptly (and in any event within one (1) Banking Day after such offers are accepted) notify Borrower and each such Bank or in writing of any such allocation of Bid Rate Loans. Determinations by wire transfer to: (a) such account or accounts as may Administrative Agent of the allocation of Bid Rate Loans shall be authorized on forms supplied by the Bank; or (b) conclusive in the absence of manifest error. (g) In the event that Borrower accepts the offer(s) contained in one (1) or more Bid Rate Quotes in accordance with paragraph (e), the Bank(s) making such authorizationoffer(s) shall make a Bid Rate Loan in the accepted amount (as allocated, if necessary, pursuant to Crestar Bankparagraph (f)) on the date specified therefor, ABA No. 000000000in accordance with the procedures specified in Section 2.04, account of Southern States Cooperativeand such Bid Rate Loan shall bear interest at the accepted LIBOR Bid Rate or Absolute Bid Rate, Incorporated Account No. 0000000 or such replacement account as the Company case may be, for the applicable Interest Period. (h) Notwithstanding anything to the contrary contained herein, each Bank shall specify by notice be required to each fund its Pro Rata Share of the BanksAvailable Total Loan Commitment in accordance with Section 2.01(b) despite the fact that any Bank’s Loan Commitment may have been or may be exceeded as a result of such Bank’s making Bid Rate Loans. (i) A Bank who is notified that it has been selected to make a Bid Rate Loan as provided above may designate its Designated Lender (if any) to fund such Bid Rate Loan on its behalf, as described in Section 12.

Bid Rate Loans. In (a) When Borrower has the event Credit Rating required by Section 2.01(c) and wishes to request offers from the Company desires a Banks to make Bid Rate LoanLoans, it shall notify each of the Banks of such fact by 11:00 a.m. Eastern time on the date such Loan is proposed deliver to be made. Such notice shall be Administrative Agent a request (a “Bid Rate Quote Request”) substantially in the form of Exhibit A or by telephone confirmed in writing in EXHIBIT F-1 so as to be received not later than 10:30 a.m. (New York time) on the form of Exhibit A and shall specify fourth Banking Day prior to the amount date for funding of the Loan and Bid Rate Loan(s) proposed therein, specifying: (1) the proposed maturity date for such Loan, which maturity date shall not in any event exceed the date which is two hundred seventy (270) days from the date of the making funding of such Bid Rate Loan Loan(s), which shall be a Banking Day; (2) the "Bid Rate Maturity Date"). If the Company desires more than one Bid Rate Loan with different Bid Rate Maturity Dates, it may so request in its notice. However, the maximum number of amounts and Bid Rate Maturities for which bids may be sought on any day may not exceed five and the Company may not solicit bids from the Banks for Bid Rate Loans more than three times per week. In the event a Bank, in its sole discretion in each instance, desires to bid on one or more aggregate amount of the Bid Rate Loans or on a part requested, which shall be at least Two Million Dollars ($2,000,000) and an integral multiple of one or more Five Hundred Thousand Dollars ($500,000); (3) the prepayment terms of such Loans, it shall, on or before 11:45 a.m. Eastern time on the day that a Bid Rate Loan is Loan(s), which, if not specified, shall have the same prepayment terms as Ratable Loans; and (4) the duration of the Interest Period(s) applicable thereto, subject to be made notify the Company provisions of such fact in the form attached hereto as Exhibit B or by telephone confirmed in writing in the form definition of Exhibit B. No Bank “Interest Period”. Borrower may bid request offers to make Bid Rate Loans for more than three times per week. With respect to one (1) Interest Period in a single Bid Rate Loans, no Bank Quote Request. No Bid Rate Quote Request may bid an amount which exceeds the projected aggregate Unused Commitments of all of the Banks, calculated as provided in Section 2.01. The Company shall disregard any quote which is received late. If the Company desires to accept one or more of the bids, it shall furnish notice of such fact to the Bank or Banks that made the bids that were accepted be submitted by the Company by 12:30 p.m. Eastern time on the day the bids were made. Such notice shall be in the form of Exhibit C hereto or by telephone confirmed in writing in the form of Exhibit C, and a copy thereof shall be provided to the Administrative Agent provided that the copy submitted to the Administrative Agent shall not include bid rates or loan pricing information. The Interest Period may, at the Company's option, extend beyond the Termination Date provided that Borrower (i) no Bank is thereby required to extend sooner than three (3) calendar days after the Termination Date or renew this Agreement submission of any other Bid Rate Quote Request and (ii) if any Bank does notfour other Bid Rate Quote Requests have been submitted by the Borrower in the same calendar month. (b) Promptly upon receipt of a Bid Rate Quote Request, Administrative Agent shall deliver to the Banks an invitation (an “Invitation for Bid Rate Quotes”) substantially in its sole discretionthe form of EXHIBIT F-2, extend, renew, or otherwise continue its commitment on or before which shall constitute an invitation by Borrower to the Termination Date then the balance of all Banks to submit Bid Rate Quotes offering to make Bid Rate Loans made by the terminating Bank will be due and payable on the Termination Date and the Company will pay all costs relating to prepayment of which such Bid Rate Loans as set forth Quote Request relates in accordance with this Section 2.11. Notwithstanding the above, if any 2.02. (1) Each Bank gives the Company notice that the Bank does not intend may submit a Bid Rate Quote containing an offer or offers to make Bid Rate Loans in excess response to any Invitation for Bid Rate Quotes. Each Bid Rate Quote must comply with the requirements of this paragraph (c) and must be submitted to Administrative Agent not later than 10:00 a.m. (New York time) on the third Banking Day prior to the proposed date of the Bank's Commitment then, until such time as Bid Rate Loan(s); provided that Bid Rate Quotes submitted by the Bank rescinds serving as Administrative Agent (or any Affiliate of the Bank serving as Administrative Agent) in its capacity as a Bank may be submitted, and may only be submitted, if the Bank serving as Administrative Agent or such notice, Affiliate notifies Borrower of the Company will terms of the offer or offers contained therein not later than fifteen (15) minutes prior to the deadline for the other Banks. Any Bid Rate Quote so made shall (subject to Borrower’s satisfaction of the conditions precedent set forth in this Agreement to its entitlement to an advance) be required to notify irrevocable except with the subject Bank with respect to written consent of Administrative Agent given on the instructions of Xxxxxxxx. Bid Rate Loans that would exceed to be funded pursuant to a Bid Rate Quote may, as provided in Section 12.15, be funded by a Bank’s Designated Lender. A Bank making a Bid Rate Quote shall specify in its Bid Rate Quote whether the related Bid Rate Loans are intended to be funded by such Bank's Commitment. The notice and rescission described ’s Designated Lender, as provided in this paragraph must Section 12.15. (2) Each Bid Rate Quote shall be in writing, substantially in the form of Exhibit D, and will be effective three (3) Business Days after receipt. All notices by the Company to any Bank provided for above shall be sent by facsimile or if agreed to by the recipient Bank, by e-mail to the e-mail address specified by such Bank, EXHIBIT F-3 and shall be effective only upon receipt. Notices to the Banks shall be directed as provided in the Bank notice profile attached as Exhibit E. All notices by any Bank to the Company provided for above shall be sent by facsimile or by e-mail to the Company at the e-mail address specified on the signature page for the Company, and shall be effective only upon receipt. Not later than 3:00 p.m. Eastern time on the date (which must be a Business Day) a Loan is to be made: case specify: (i) each Bank, in the case proposed date of a Base Rate or LIBOR Loan, shall make available directly to the Company its share funding of the Loan; and Bid Rate Loan(s); (ii) the Bank or Banks whose bid(s) were accepted shall, in the case of Bid Rate Loans, make available directly to the Company the principal amount of the Bid Rate Loan(s) for which each such offer is being made, which principal amount (w) may be greater than or less than the applicable Loan Commitment of the quoting Bank, (x) must be in the aggregate at least Two Million Dollars ($2,000,000) and an integral multiple of Five Hundred Thousand Dollars ($500,000), (y) may not exceed the principal amount of Bid Rate Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Bid Rate Loans for which offers being made by such quoting Bank may be accepted; (iii) the margin above or Banks agreed below the applicable Adjusted Term SOFR (the “SOFR Bid Margin”) offered for each such Bid Rate Loan, expressed as a percentage per annum (specified to makethe nearest 1/1,000th of 1%) to be added to (or subtracted from) the applicable Adjusted Term SOFR; (iv) the applicable Interest Period; and (v) the identity of the quoting Bank. The A Bid Rate Quote may set forth up to five (5) separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Bid Rate Quotes. (3) Any Bid Rate Quote shall be disregarded if it: (i) is not substantially in conformity with EXHIBIT F-3 or does not specify all of the information required by subparagraph (c)(2) above; (ii) contains qualifying, conditional or similar language (except for an aggregate limitation as provided in subparagraph (c)(2)(ii)(z) above); (iii) proposes terms other than or in addition to those set forth in the applicable Invitation for Bid Rate Quotes (except for an aggregate limitation as provided in subparagraph (c)(2)(ii)(z) above); or (iv) arrives after the time set forth in sub-paragraph (c)(1) above. (d) Administrative Agent shall notify each Bank of its pro rata share of each Base Rate or LIBOR Loan. Such notice shall be given by facsimile no later than 1:00 p.m. Eastern time on, 10:15 a.m. (New York City time) on the third Banking Day prior to the proposed date for the requested Bid Rate Loan notify Borrower in writing of the terms of any Bid Rate Quote submitted by a Bank that is in accordance with paragraph (c). Any subsequent Bid Rate Quote shall be disregarded by Administrative Agent unless such subsequent Bid Rate Quote is submitted solely to correct a manifest error in such former Bid Rate Quote. Administrative Agent’s notice to Borrower shall specify (A) the aggregate principal amount of Bid Rate Loans for which offers have been received for each Interest Period specified in the case related Bid Rate Quote Request, (B) the respective principal amounts and SOFR Bid Margins so offered and (C) if applicable, limitations on the aggregate principal amount of each Base Bid Rate Loans for which offers in any single Bid Rate Quote may be accepted. (e) Not later than 11:00 a.m. (New York time) on the third Banking Day prior to the proposed date of funding of the Bid Rate Loan, Borrower shall notify Administrative Agent of its acceptance or non-acceptance of the date Bid Rate Quotes so notified to it pursuant to paragraph (d). A notice of acceptance shall be substantially in the form of EXHIBIT F-4 and shall specify the aggregate principal amount of offers for each Interest Period that are accepted. Borrower may accept any Bid Rate Quote in whole or in part; provided that: (i) the principal amount of each Bid Rate Loan may not exceed the applicable amount set forth in the related Bid Rate Quote Request or be less than Two Million Dollars ($2,000,000) and shall be an integral multiple of Five Hundred Thousand Dollars ($500,000); (ii) acceptance of offers with respect to a particular Interest Period may only be made on the basis of ascending SOFR Bid Margins offered for such Loan Interest Period from the lowest effective cost; and (iii) Borrower may not accept any offer that is described in subparagraph (c)(3) or that otherwise fails to comply with the requirements of this Agreement. (f) If offers are made by two (2) or more Banks with the same SOFR Bid Margins, for a greater aggregate principal amount than the amount in respect of which such offers are permitted to be made and, in accepted for the case of each LIBOR Loanrelated Interest Period, the date that is three Business Days prior principal amount of Bid Rate Loans in respect of which such offers are accepted shall be allocated by Administrative Agent among such Banks as nearly as possible (in multiples of One Hundred Thousand Dollars ($100,000)) in proportion to the date aggregate principal amounts of such Loan is to offers. Administrative Agent shall promptly (and in any event within one (1) Banking Day after such offers are accepted) notify Borrower and each such Bank in writing of any such allocation of Bid Rate Loans. Determinations by Administrative Agent of the allocation of Bid Rate Loans shall be made. Loans will be made available either by credit to an account maintained by the Company with the Bank or by wire transfer to: (a) such account or accounts as may be authorized on forms supplied by the Bank; or (b) conclusive in the absence of manifest error. (g) In the event that Xxxxxxxx accepts the offer(s) contained in one (1) or more Bid Rate Quotes in accordance with paragraph (e), the Bank(s) making such authorizationoffer(s) shall make a Bid Rate Loan in the accepted amount (as allocated, if necessary, pursuant to Crestar Bankparagraph (f)) on the date specified therefor, ABA No. 000000000in accordance with the procedures specified in Section 2.05. (h) Notwithstanding anything to the contrary contained herein, account of Southern States Cooperative, Incorporated Account No. 0000000 or such replacement account as the Company each Bank shall specify by notice be required to each fund its Pro Rata Share of the BanksAvailable Total Loan Commitment in accordance with Section 2.01(b) despite the fact that any Bank’s Loan Commitment may have been or may be exceeded as a result of such Bank’s making Bid Rate Loans. (i) A Bank which is notified that it has been selected to make a Bid Rate Loan as provided above may designate its Designated Lender (if any) to fund such Bid Rate Loan on its behalf, as described in Section 12.

Bid Rate Loans. In (a) When Borrower wishes to request offers from the event the Company desires a Banks to make Bid Rate LoanLoans, it shall notify each transmit to Administrative Agent by facsimile a request signed by a Responsible Officer of the Banks of such fact by 11:00 a.m. Eastern time on the date such Loan is proposed to be made. Such notice shall be Borrower (a “Bid Rate Quote Request”) substantially in the form of Exhibit A or by telephone confirmed in writing EXHIBIT G-1 so as to be received not later than 12:00 noon (New York time) on (x) the fifth Banking Day prior to the date for funding of the LIBOR Bid Rate Loan(s) proposed therein in the form case of Exhibit A and shall specify a LIBOR Auction or (y) the amount second Banking Day prior to the date for funding of the Loan and Absolute Bid Rate Loan(s) proposed therein in the case of an Absolute Rate Auction, specifying: (1) the proposed maturity date for such Loanof funding of the Bid Rate Loan(s), which maturity date shall not in any event exceed be a Banking Day; (2) the date which is two hundred seventy (270) days from the date of the making of such Bid Rate Loan (the "Bid Rate Maturity Date"). If the Company desires more than one Bid Rate Loan with different Bid Rate Maturity Dates, it may so request in its notice. However, the maximum number of amounts and Bid Rate Maturities for which bids may be sought on any day may not exceed five and the Company may not solicit bids from the Banks for Bid Rate Loans more than three times per week. In the event a Bank, in its sole discretion in each instance, desires to bid on one or more aggregate amount of the Bid Rate Loans requested, which shall be $5,000,000 or on a part larger integral multiple of $500,000; (3) the duration of the Interest Period(s) applicable thereto, subject to the provisions of the definition of “Interest Period” in Section 1.01 and the provisions of Section 2.05; and (4) whether the Bid Rate Quotes requested are to set forth a LIBOR Bid Margin (to be used to compute the LIBOR Bid Rate) or an Absolute Bid Rate. Borrower may request offers to make Bid Rate Loans for more than one or (1) Interest Period in a single Bid Rate Quote Request. No more than two (2) Bid Rate Quote Requests may be submitted by Borrower during any calendar month and no more than twenty-four (24) Bid Rate Quote Requests per year may be submitted by Borrower. (b) Promptly (the same day, if possible) upon receipt of such Loans, it shall, on or before 11:45 a.m. Eastern time on the day that a Bid Rate Loan is Quote Request, Administrative Agent shall send to be made notify the Company of such fact in the form attached hereto as Exhibit B or Banks by telephone confirmed in writing facsimile an invitation (an “Invitation for Bid Rate Quotes”) substantially in the form of Exhibit B. No Bank may bid more than three times per week. With respect EXHIBIT G-2, which shall constitute an invitation by Borrower to the Banks to submit Bid Rate Loans, no Bank may bid an amount which exceeds the projected aggregate Unused Commitments of all of the Banks, calculated as provided in Section 2.01. The Company shall disregard any quote which is received late. If the Company desires Quotes offering to accept one or more of the bids, it shall furnish notice of such fact to the Bank or Banks that made the bids that were accepted by the Company by 12:30 p.m. Eastern time on the day the bids were made. Such notice shall be in the form of Exhibit C hereto or by telephone confirmed in writing in the form of Exhibit C, and a copy thereof shall be provided to the Administrative Agent provided that the copy submitted to the Administrative Agent shall not include bid rates or loan pricing information. The Interest Period may, at the Company's option, extend beyond the Termination Date provided that (i) no Bank is thereby required to extend the Termination Date or renew this Agreement and (ii) if any Bank does not, in its sole discretion, extend, renew, or otherwise continue its commitment on or before the Termination Date then the balance of all make Bid Rate Loans made by the terminating Bank will be due and payable on the Termination Date and the Company will pay all costs relating to prepayment of which such Bid Rate Loans as set forth Quote Request relates in Section 2.11. Notwithstanding the aboveaccordance with this Section. (1) Each Bank may, if any Bank gives the Company notice that the Bank does but is not intend obligated to, submit a Bid Rate Quote containing an offer or offers to make Bid Rate Loans in excess response to any Invitation for Bid Rate Quotes. Each Bid Rate Quote must comply with the requirements of this paragraph (c) and must be submitted to Administrative Agent by facsimile not later than (x) 2:00 p.m. (New York time) on the fourth Banking Day prior to the proposed date of the Bank's Commitment then, until such time as the Bank rescinds such notice, the Company will not be required to notify the subject Bank with respect to LIBOR Bid Rate Loans that would exceed the Bank's Commitment. The notice and rescission described in this paragraph must be in writing, substantially in the form of Exhibit D, and will be effective three (3Loan(s) Business Days after receipt. All notices by the Company to any Bank provided for above shall be sent by facsimile or if agreed to by the recipient Bank, by e-mail to the e-mail address specified by such Bank, and shall be effective only upon receipt. Notices to the Banks shall be directed as provided in the Bank notice profile attached as Exhibit E. All notices by any Bank to the Company provided for above shall be sent by facsimile or by e-mail to the Company at the e-mail address specified on the signature page for the Company, and shall be effective only upon receipt. Not later than 3:00 p.m. Eastern time on the date (which must be a Business Day) a Loan is to be made: (i) each Bank, in the case of a Base Rate LIBOR Auction or LIBOR Loan, shall make available directly to (y) 9:30 a.m. (New York time) on the Company its share Banking Day immediately preceding the proposed date of the Loan; and (iiAbsolute Bid Rate Loan(s) the Bank or Banks whose bid(s) were accepted shall, in the case of an Absolute Rate Auction; provided that Bid Rate LoansQuotes submitted by Administrative Agent (or any Affiliate of Administrative Agent) in its capacity as a Bank may be submitted, make available directly and may only be submitted, if Administrative Agent or such Affiliate notifies Borrower of the terms of the offer or offers contained therein not later than thirty (30) minutes prior to the Company deadline for the other Banks. Any Bid Rate Quote so made shall (subject to Borrower’s satisfaction of the conditions precedent set forth in this Agreement to its entitlement to an advance) be irrevocable except with the written consent of Administrative Agent given on the instructions of Borrower. Bid Rate Loans to be funded pursuant to a Bid Rate Quote may, as provided in Section 12.16, be funded by a Bank’s Designated Lender. A Bank making a Bid Rate Quote shall, if then known, specify in its Bid Rate Quote whether the related Bid Rate Loans are intended to be funded by such Bank’s Designated Lender, as provided in Section 12.16, provided, however, that whether or not the same is specified in a Bank’s Bid Rate Quote, such Bank’s Bid Rate Loan(s) may be funded by its Designated Lender at the time of funding thereof. (2) Each Bid Rate Quote shall be in substantially the form of EXHIBIT G-3 and shall in any case specify: (i) the proposed date of funding of the Bid Rate Loan(s); (ii) the principal amount of the Bid Rate Loan(s) for which each such offer is being made, which principal amount (w) may be greater than or less than the Loan Commitment of the quoting Bank, (x) must be in the aggregate $5,000,000 or a larger integral multiple of $500,000, (y) may not exceed the principal amount of Bid Rate Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Bid Rate Loans for which offers being made by such quoting Bank or Banks agreed to make. The Administrative Agent shall notify each Bank of its pro rata share of each Base Rate or LIBOR Loan. Such notice shall may be given by facsimile no later than 1:00 p.m. Eastern time on, accepted; (iii) in the case of a LIBOR Auction, the margin above or below the applicable LIBOR Interest Rate (the “LIBOR Bid Margin”) offered for each Base such LIBOR Bid Rate Loan, expressed as a percentage per annum (specified to the date such Loan is nearest 1/1,000th of 1%) to be made and, added to (or subtracted from) the applicable LIBOR Interest Rate; (iv) in the case of each LIBOR Loanan Absolute Rate Auction, the date that rate of interest, expressed as a percentage per annum (specified to the nearest 1/1,000th of 1%) (the “Absolute Bid Rate”), offered for each such Absolute Bid Rate Loan; (v) the applicable Interest Period; and (vi) the identity of the quoting Bank. A Bid Rate Quote may set forth up to three (3) separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Bid Rate Quotes. (3) Any Bid Rate Quote shall be disregarded if it: (i) is three Business Days not substantially in conformity with EXHIBIT G-3 or does not specify all of the information required by sub-paragraph (c)(2) above; (ii) contains qualifying, conditional or similar language (except for an aggregate limitation as provided in sub-paragraph (c)(2)(ii) above); (iii) proposes terms other than or in addition to those set forth in the applicable Invitation for Bid Rate Quotes; or (iv) arrives after the time set forth in sub-paragraph (c)(1) above. (d) Administrative Agent shall (x) not later than 3:00 p.m. (New York time) on the fourth Banking Day prior to the proposed date of funding of the LIBOR Bid Rate Loan(s) in the case of a LIBOR Auction or (y) not later than 10:30 a.m. (New York time) on the Banking Day immediately preceding the proposed date of funding of the Absolute Bid Rate Loan(s) in the case of an Absolute Rate Auction, notify Borrower in writing of the terms of any Bid Rate Quote submitted by a Bank that is in accordance with paragraph (c). In addition, Administrative Agent shall, on the Banking Day of its receipt thereof, notify Borrower in writing of any Bid Rate Quote that amends, modifies or is otherwise inconsistent with a previous Bid Rate Quote submitted by such Bank with respect to the same Bid Rate Quote Request. Any such subsequent Bid Rate Quote shall be disregarded by Administrative Agent unless such subsequent Bid Rate Quote is submitted solely to correct a manifest error in such former Bid Rate Quote. Administrative Agent’s notice to Borrower shall specify (A) the aggregate principal amount of Bid Rate Loans for which offers have been received for each Interest Period specified in the related Bid Rate Quote Request, (B) the respective principal amounts, LIBOR Bid Margins and Absolute Bid Rates so offered and (C) if applicable, limitations on the aggregate principal amount of Bid Rate Loans for which offers in any single Bid Rate Quote may be accepted. (e) Not later than (x) 9:30 a.m. (New York time) on the third Banking Day prior to the proposed date of funding of the LIBOR Bid Rate Loan is in the case of a LIBOR Auction or (y) 1:00 p.m. (New York time) on the Banking Day immediately preceding the proposed date of funding of the Absolute Bid Rate Loan in the case of an Absolute Rate Auction, Borrower shall notify Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to paragraph (d). If Borrower fails to notify Administrative Agent of its acceptance of such offers, it shall be madedeemed to have rejected such offers. Loans will A notice of acceptance shall be substantially in the form of EXHIBIT G-4 and shall specify the aggregate principal amount of offers for each Interest Period that are accepted. Borrower may accept any Bid Rate Quote in whole or in part; provided that: (i) the principal amount of each Bid Rate Loan may not exceed the applicable amount set forth in the related Bid Rate Quote Request or be less than $500,000 per Bank and shall be an integral multiple of $100,000; (ii) acceptance of offers with respect to a particular Interest Period may only be made available either by credit on the basis of ascending LIBOR Bid Margins or Absolute Bid Rates, as the case may be, offered for such Interest Period from the lowest effective cost; and (iii) Borrower may not accept any offer that is described in sub-paragraph (c)(3) or that otherwise fails to an account maintained by the Company comply with the requirements of this Agreement. (f) If offers are made by two (2) or more Banks with the same LIBOR Bid Margins or Absolute Bid Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Bid Rate Loans in respect of which such offers are accepted shall be allocated by Administrative Agent among such Banks as nearly as possible (in multiples of $100,000, as Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Administrative Agent shall promptly (and in any event within one (1) Banking Day after such offers are accepted) notify Borrower and each such Bank or in writing of any such allocation of Bid Rate Loans. Determinations by wire transfer to: (a) such account or accounts as may Administrative Agent of the allocation of Bid Rate Loans shall be authorized on forms supplied by the Bank; or (b) conclusive in the absence of manifest error. (g) In the event that Borrower accepts the offer(s) contained in one (1) or more Bid Rate Quotes in accordance with paragraph (e), the Bank(s) making such authorizationoffer(s) shall make a Bid Rate Loan in the accepted amount (as allocated, if necessary, pursuant to Crestar Bankparagraph (f)) on the date specified therefor, ABA No. 000000000in accordance with the procedures specified in Section 2.04, account of Southern States Cooperativeand such Bid Rate Loan shall bear interest at the accepted LIBOR Bid Rate or Absolute Bid Rate, Incorporated Account No. 0000000 or such replacement account as the Company case may be, for the applicable Interest Period. (h) Notwithstanding anything to the contrary contained herein, each Bank shall specify by notice be required to each fund its Pro Rata Share of the BanksAvailable Total Loan Commitment in accordance with Section 2.01(b) despite the fact that any Bank’s Loan Commitment may have been or may be exceeded as a result of such Bank’s making Bid Rate Loans. (i) A Bank who is notified that it has been selected to make a Bid Rate Loan as provided above may designate its Designated Lender (if any) to fund such Bid Rate Loan on its behalf, as described in Section 12.16. Any Designated Lender which funds a Bid Rate Loan shall on and after the time of such funding become the obligee under such Bid Rate Loan and be entitled to receive payment thereof when due. No Bank shall be relieved of its obligation to fund a Bid Rate Loan, and no Designated Lender shall assume such obligation, prior to the time the applicable Bid Rate Loan is funded. (j) Administrative Agent shall promptly notify each Bank which submitted a Bid Rate Quote of Borrower’s acceptance or non-acceptance thereof. At the request of any Bank which submitted a Bid Rate Quote, Administrative Agent will promptly notify all Banks which submitted Bid Rate Quotes of (a) the aggregate principal amount of, and (b) the range of Absolute Bid Rates or LIBOR Bid Margins of, the accepted Bid Rate Loans for each requested Interest Period.

Bid Rate Loans. In (a) When Borrower has the event Credit Rating required by Section 2.01(c) and wishes to request offers from the Company desires a Banks to make Bid Rate LoanLoans, it shall notify each of the Banks of such fact transmit to Administrative Agent by 11:00 a.m. Eastern time on the date such Loan is proposed to be made. Such notice shall be facsimile a request (a "Bid Rate Quote Request") substantially in the form of Exhibit A or by telephone confirmed in writing in EXHIBIT G-1 so as to be received not later than 10:30 a.m. (New York time) on the form of Exhibit A and shall specify fourth Banking Day prior to the amount date for funding of the Loan and Bid Rate Loan(s) proposed therein, specifying: (1) the proposed maturity date for such Loan, which maturity date shall not in any event exceed the date which is two hundred seventy (270) days from the date of the making funding of such Bid Rate Loan Loan(s), which shall be a Banking Day; (2) the "Bid Rate Maturity Date"). If the Company desires more than one Bid Rate Loan with different Bid Rate Maturity Dates, it may so request in its notice. However, the maximum number of amounts and Bid Rate Maturities for which bids may be sought on any day may not exceed five and the Company may not solicit bids from the Banks for Bid Rate Loans more than three times per week. In the event a Bank, in its sole discretion in each instance, desires to bid on one or more aggregate amount of the Bid Rate Loans or on requested, which shall be at least Five Million Dollars ($5,000,000) and an integral multiple of One Million Dollars ($1,000,000); and (3) the duration of the Interest Period(s) applicable thereto, subject to the provisions of the definition of "Interest Period" in Section 1.01. Borrower may request offers to make Bid Rate Loans for more than one (1) Interest Period in a part single Bid Rate Quote Request. No Bid Rate Quote Request may be submitted by Borrower sooner than seven (7) calendar days after the submission of one or more any other Bid Rate Quote Request. (b) Promptly upon receipt of such Loans, it shall, on or before 11:45 a.m. Eastern time on the day that a Bid Rate Loan is Quote Request, Administrative Agent shall send to be made notify the Company of such fact in the form attached hereto as Exhibit B or Banks by telephone confirmed in writing facsimile an invitation (an "Invitation for Bid Rate Quotes") substan­tially in the form of Exhibit B. No Bank may bid more than three times per week. With respect EXHIBIT G-2, which shall constitute an invitation by Borrower to the Banks to submit Bid Rate Loans, no Bank may bid an amount which exceeds the projected aggregate Unused Commitments of all of the Banks, calculated as provided in Section 2.01. The Company shall disregard any quote which is received late. If the Company desires Quotes offering to accept one or more of the bids, it shall furnish notice of such fact to the Bank or Banks that made the bids that were accepted by the Company by 12:30 p.m. Eastern time on the day the bids were made. Such notice shall be in the form of Exhibit C hereto or by telephone confirmed in writing in the form of Exhibit C, and a copy thereof shall be provided to the Administrative Agent provided that the copy submitted to the Administrative Agent shall not include bid rates or loan pricing information. The Interest Period may, at the Company's option, extend beyond the Termination Date provided that (i) no Bank is thereby required to extend the Termination Date or renew this Agreement and (ii) if any Bank does not, in its sole discretion, extend, renew, or otherwise continue its commitment on or before the Termination Date then the balance of all make Bid Rate Loans made by the terminating Bank will be due and payable on the Termination Date and the Company will pay all costs relating to prepayment of which such Bid Rate Loans as set forth Quote Request relates in accordance with this Section 2.11. Notwithstanding the above, if any 2.02. (1) Each Bank gives the Company notice that the Bank does not intend may submit a Bid Rate Quote containing an offer or offers to make Bid Rate Loans in excess response to any Invitation for Bid Rate Quotes. Each Bid Rate Quote must comply with the requirements of this paragraph (c) and must be submitted to Administrative Agent by facsimile not later than 10:00 a.m. (New York time) on the third Banking Day prior to the proposed date of the Bank's Commitment then, until such time as Bid Rate Loan(s); provided that Bid Rate Quotes submitted by the Bank rescinds serving as Administrative Agent (or any Affiliate of the Bank serving as Administrative Agent) in its capacity as a Bank may be submitted, and may only be submitted, if the Bank serving as Administrative Agent or such notice, Affiliate notifies Borrower of the Company will terms of the offer or offers contained therein not later than fifteen (15) minutes prior to the deadline for the other Banks. Any Bid Rate Quote so made shall (subject to Borrower's satisfaction of the conditions precedent set forth in this Agreement to its entitlement to an advance) be required to notify irrevocable except with the subject Bank with respect to written consent of Administrative Agent given on the instructions of Borrower. Bid Rate Loans that would exceed the to be funded pursuant to a Bid Rate Quote may, as provided in Section 12.16, be funded by a Bank's CommitmentDesignated Lender. The notice and rescission described A Bank making a Bid Rate Quote shall specify in this paragraph must its Bid Rate Quote whether the related Bid Rate Loans are intended to be funded by such Bank's Designated Lender, as provided in Section 12.16. (2) Each Bid Rate Quote shall be in writing, substantially in the form of Exhibit D, and will be effective three (3) Business Days after receipt. All notices by the Company to any Bank provided for above shall be sent by facsimile or if agreed to by the recipient Bank, by e-mail to the e-mail address specified by such Bank, EXHIBIT G-3 and shall be effective only upon receipt. Notices to the Banks shall be directed as provided in the Bank notice profile attached as Exhibit E. All notices by any Bank to the Company provided for above shall be sent by facsimile or by e-mail to the Company at the e-mail address specified on the signature page for the Company, and shall be effective only upon receipt. Not later than 3:00 p.m. Eastern time on the date (which must be a Business Day) a Loan is to be made: case specify: (i) each Bank, in the case proposed date of a Base Rate or LIBOR Loan, shall make available directly to the Company its share funding of the Loan; and Bid Rate Loan(s); (ii) the Bank or Banks whose bid(s) were accepted shall, in the case of Bid Rate Loans, make available directly to the Company the principal amount of the Bid Rate Loan(s) for which each such offer is being made, which principal amount (w) may be greater than or less than the applicable Loan Commitment of the quoting Bank, (x) must be in the aggregate at least Five Million Dollars ($5,000,000) and an integral multiple of One Hundred Thousand Dollars ($100,000), (y) may not exceed the principal amount of Bid Rate Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Bid Rate Loans for which offers being made by such quoting Bank may be accepted; (iii) the margin above or Banks agreed below the applicable LIBOR Interest Rate (the "LIBOR Bid Margin") offered for each such Bid Rate Loan, expressed as a percentage per annum (specified to makethe nearest 1/1,000th of 1%) to be added to (or subtracted from) the applicable LIBOR Interest Rate; (iv) the applicable Interest Period; and (v) the identity of the quoting Bank. The A Bid Rate Quote may set forth up to three (3) separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Bid Rate Quotes. (3) Any Bid Rate Quote shall be disregarded if it: (i) is not substantially in conformity with EXHIBIT G-3 or does not specify all of the information required by sub-paragraph (c)(2) above; (ii) contains qualifying, conditional or similar language (except for an aggregate limitation as provided in subparagraph (c)(2)(ii) above); (iii) proposes terms other than or in addition to those set forth in the applicable Invitation for Bid Rate Quotes (except for an aggregate limitation as provided in subparagraph (c)(2)(ii) above); or (iv) arrives after the time set forth in sub-paragraph (c)(1) above. (d) Administrative Agent shall notify each Bank of its pro rata share of each Base Rate or LIBOR Loan. Such notice shall be given by facsimile no later than 1:00 p.m. Eastern time on, 10:15 a.m. (New York City time) on the third Banking Day prior to the proposed date for the requested Bid Rate Loan notify Borrower in writing of the terms of any Bid Rate Quote submitted by a Bank that is in accordance with paragraph (c). Any subsequent Bid Rate Quote shall be disregarded by Administrative Agent unless such subsequent Bid Rate Quote is submitted solely to correct a manifest error in such former Bid Rate Quote. Administrative Agent's notice to Borrower shall specify (A) the aggregate principal amount of Bid Rate Loans for which offers have been received for each Interest Period specified in the case related Bid Rate Quote Request, (B) the respective principal amounts and LIBOR Bid Margins so offered and (C) if applicable, limitations on the aggregate principal amount of each Base Bid Rate Loans for which offers in any single Bid Rate Quote may be accepted. (e) Not later than 11:00 a.m. (New York time) on the third Banking Day prior to the proposed date of funding of the Bid Rate Loan, Borrower shall notify Administrative Agent of its acceptance or non-acceptance of the date offers so notified to it pursuant to paragraph (d). A notice of acceptance shall be substantially in the form of EXHIBIT G-4 and shall specify the aggregate principal amount of offers for each Interest Period that are accepted. Borrower may accept any Bid Rate Quote in whole or in part; provided that: (i) the principal amount of each Bid Rate Loan may not exceed the applicable amount set forth in the related Bid Rate Quote Request or be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Hundred Thousand Dollars ($100,000); (ii) acceptance of offers with respect to a particular Interest Period may only be made on the basis of ascending LIBOR Bid Margins offered for such Loan Interest Period from the lowest effective cost; and (iii) Borrower may not accept any offer that is described in subparagraph (c)(3) or that otherwise fails to comply with the requirements of this Agreement. (f) If offers are made by two (2) or more Banks with the same LIBOR Bid Margins, for a greater aggregate principal amount than the amount in respect of which such offers are permitted to be made and, in accepted for the case of each LIBOR Loanrelated Interest Period, the date that is three Business Days prior principal amount of Bid Rate Loans in respect of which such offers are accepted shall be allocated by Administrative Agent among such Banks as nearly as possible (in multiples of One Hundred Thousand Dollars ($100,000), as Administrative Agent may deem appropriate) in proportion to the date aggregate principal amounts of such Loan is to offers. Administrative Agent shall promptly (and in any event within one (1) Banking Day after such offers are accepted) notify Borrower and each such Bank in writing of any such allocation of Bid Rate Loans. Determinations by Administrative Agent of the allocation of Bid Rate Loans shall be made. Loans will be made available either by credit to an account maintained by the Company with the Bank or by wire transfer to: (a) such account or accounts as may be authorized on forms supplied by the Bank; or (b) conclusive in the absence of manifest error. (g) In the event that Borrower accepts the offer(s) contained in one (1) or more Bid Rate Quotes in accordance with paragraph (e), the Bank(s) making such authorizationoffer(s) shall make a Bid Rate Loan in the accepted amount (as allocated, if necessary, pursuant to Crestar Bankparagraph (f)) on the date specified therefor, ABA No. 000000000in accordance with the procedures specified in Section 2.05. (h) Notwithstanding anything to the contrary contained herein, account of Southern States Cooperative, Incorporated Account No. 0000000 or such replacement account as the Company each Bank shall specify by notice be required to each fund its Pro Rata Share of the BanksAvailable Total Loan Commitment in accordance with Section 2.01(b) despite the fact that any Bank's Loan Commitment may have been or may be exceeded as a result of such Bank's making Bid Rate Loans. (i) A Bank who is notified that it has been selected to make a Bid Rate Loan as provided above may designate its Designated Lender (if any) to fund such Bid Rate Loan on its behalf, as described in Section 12.

Bid Rate Loans. In (a) When Borrower's unsecured and unsubordinated long term indebtedness has the event credit rating required by Section 2.01(c) and Borrower wishes to request offers from the Company desires a Banks to make Bid Rate LoanLoans, it shall notify each of the Banks of such fact transmit to Administrative Agent by 11:00 a.m. Eastern time on the date such Loan is proposed to be made. Such notice shall be facsimile a request (a "Bid Rate Quote Request") substantially in the form of Exhibit A or by telephone confirmed in writing in EXHIBIT G-1 so as to be received not later than 11:30 a.m. (New York time) on the form of Exhibit A and shall specify fifth Banking Day prior to the amount date for funding of the Loan and Bid Rate Loan(s) proposed therein, specifying: (1) the proposed maturity date for such Loanof funding of the Bid Rate Loan(s), which maturity date shall not in any event exceed be a Banking Day; (2) the date which is two hundred seventy (270) days from the date of the making of such Bid Rate Loan (the "Bid Rate Maturity Date"). If the Company desires more than one Bid Rate Loan with different Bid Rate Maturity Dates, it may so request in its notice. However, the maximum number of amounts and Bid Rate Maturities for which bids may be sought on any day may not exceed five and the Company may not solicit bids from the Banks for Bid Rate Loans more than three times per week. In the event a Bank, in its sole discretion in each instance, desires to bid on one or more aggregate amount of the Bid Rate Loans requested, which shall be Ten Million Dollars ($10,000,000) or on a part larger integral multiple of One Million Dollars ($1,000,000); and (3) the duration of the Interest Period(s) applicable thereto, subject to the provisions of the definition of "Interest Period" in Section 1.01. Borrower may request offers to make Bid Rate Loans for more than one or more (1) Interest Period in a single Bid Rate Quote Request. No Bid Rate Quote Request may be submitted by Borrower sooner than fifteen (15) days after the submission of such Loans, it shall, on or before 11:45 a.m. Eastern time on the day that any other Bid Rate Quote Request. (b) Promptly upon receipt of a Bid Rate Loan is Quote Request, Administrative Agent shall send to be made notify the Company of such fact in the form attached hereto as Exhibit B or Banks by telephone confirmed in writing facsimile an invitation (an "Invitation for Bid Rate Quotes") substantially in the form of Exhibit B. No Bank may bid more than three times per week. With respect EXHIBIT G-2, which shall constitute an invitation by Borrower to the Banks to submit Bid Rate Loans, no Bank may bid an amount which exceeds the projected aggregate Unused Commitments of all of the Banks, calculated as provided in Section 2.01. The Company shall disregard any quote which is received late. If the Company desires Quotes offering to accept one or more of the bids, it shall furnish notice of such fact to the Bank or Banks that made the bids that were accepted by the Company by 12:30 p.m. Eastern time on the day the bids were made. Such notice shall be in the form of Exhibit C hereto or by telephone confirmed in writing in the form of Exhibit C, and a copy thereof shall be provided to the Administrative Agent provided that the copy submitted to the Administrative Agent shall not include bid rates or loan pricing information. The Interest Period may, at the Company's option, extend beyond the Termination Date provided that (i) no Bank is thereby required to extend the Termination Date or renew this Agreement and (ii) if any Bank does not, in its sole discretion, extend, renew, or otherwise continue its commitment on or before the Termination Date then the balance of all make Bid Rate Loans made by the terminating Bank will be due and payable on the Termination Date and the Company will pay all costs relating to prepayment of which such Bid Rate Loans as set forth Quote Request relates in Section 2.11. Notwithstanding the aboveaccordance with this Section. (1) Each Bank may, if any Bank gives the Company notice that the Bank does but shall not intend be obligated to, submit a Bid Rate Quote containing an offer or offers to make Bid Rate Loans in excess response to any Invitation for Bid Rate Quotes. Each Bid Rate Quote must comply with the requirements of this paragraph (c) and must be submitted to Administrative Agent by facsimile not later than 2:00 p.m. (New York time) on the fourth Banking Day prior to the proposed date of the Bid Rate Loan(s); provided that Bid Rate Quotes submitted by UBS (or any Affiliate of Administrative Agent) in its capacity as a Bank may be submitted, and may only be submitted, if UBS or such Affiliate notifies Borrower of the terms of the offer or offers contained therein not later than one (1) hour prior to the deadline for the other Banks. Any Bid Rate Quote so made shall (subject to Borrower's satisfaction of the conditions precedent set forth in this Agreement to its entitlement to an advance) be irrevocable except with the written consent of Administrative Agent given on the instructions of Borrower. Bid Rate Loans to be funded pursuant to a Bid Rate Quote may, as provided in Section 12.16, be funded by a Bank's Commitment thenDesignated Lender. A Bank making a Bid Rate Quote may, until such time as the Bank rescinds such notice, the Company will but shall not be required to notify to, specify in its Bid Rate Quote whether the subject Bank with respect to related Bid Rate Loans that would exceed the are intended to be funded by such Bank's Commitment. The notice and rescission described Designated Lender, as provided in this paragraph must Section 12.16. (2) Each Bid Rate Quote shall be in writing, substantially in the form of Exhibit D, and will be effective three (3) Business Days after receipt. All notices by the Company to any Bank provided for above shall be sent by facsimile or if agreed to by the recipient Bank, by e-mail to the e-mail address specified by such Bank, EXHIBIT G-3 and shall be effective only upon receipt. Notices to the Banks shall be directed as provided in the Bank notice profile attached as Exhibit E. All notices by any Bank to the Company provided for above shall be sent by facsimile or by e-mail to the Company at the e-mail address specified on the signature page for the Company, and shall be effective only upon receipt. Not later than 3:00 p.m. Eastern time on the date (which must be a Business Day) a Loan is to be made: case specify: (i) each Bank, in the case proposed date of a Base Rate or LIBOR Loan, shall make available directly to the Company its share funding of the Loan; and Bid Rate Loan(s); (ii) the Bank or Banks whose bid(s) were accepted shall, in the case of Bid Rate Loans, make available directly to the Company the principal amount of the Bid Rate Loan(s) for which each such offer is being made, which principal amount (w) may be greater than or less than the Loan Commitment of the quoting Bank, (x) must be in the aggregate Ten Million Dollars ($10,000,000) or a larger integral multiple of One Million Dollars ($1,000,000), (y) may not exceed the principal amount of Bid Rate Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Bid Rate Loans for which offers being made by such quoting Bank may be accepted; (iii) the margin above or Banks agreed below the applicable LIBOR Interest Rate (the "LIBOR Bid Margin") offered for each such Bid Rate Loan, expressed as a percentage per annum (specified to makethe nearest 1/1,000th of 1%) to be added to (or subtracted from) the applicable LIBOR Interest Rate; (iv) the applicable Interest Period; and (v) the identity of the quoting Bank. The A Bid Rate Quote may set forth up to three (3) separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Bid Rate Quotes. (3) Any Bid Rate Quote shall be disregarded if it: (i) is not substantially in conformity with EXHIBIT G-3 or does not specify all of the information required by sub-paragraph (c)(2) above; (ii) contains qualifying, conditional or similar language (except for an aggregate limitation as provided in sub-paragraph (c)(2)(ii) above); (iii) proposes terms other than or in addition to those set forth in the applicable Invitation for Bid Rate Quotes; or (iv) arrives after the time set forth in sub-paragraph (c)(1) above. (d) Administrative Agent shall on the Banking Day of receipt thereof notify each Borrower in writing of the terms of (x) any Bid Rate Quote submitted by a Bank of its pro rata share of each Base that is in accordance with paragraph (c) and (y) any Bid Rate Quote that amends, modifies or LIBOR Loanis otherwise inconsistent with a previous Bid Rate Quote submitted by such Bank with respect to the same Bid Rate Quote Request. Such notice Any such subsequent Bid Rate Quote shall be given disregarded by facsimile no Administrative Agent unless such subsequent Bid Rate Quote is submitted solely to correct a manifest error in such former Bid Rate Quote. Administrative Agent's notice to Borrower shall specify (A) the aggregate principal amount of Bid Rate Loans for which offers have been received for each Interest Period specified in the related Bid Rate Quote Request, (B) the respective principal amounts and LIBOR Bid Margins so offered and (C) if applicable, limitations on the aggregate principal amount of Bid Rate Loans for which offers in any single Bid Rate Quote may be accepted. (e) Not later than 1:00 5:00 p.m. Eastern time on, in (New York time) on the case fourth Banking Day prior to the proposed date of each Base funding of the Bid Rate Loan, Borrower shall notify Administrative Agent of its acceptance or non-acceptance of the date such offers so notified to it pursuant to paragraph (d). A notice of acceptance shall be substantially in the form of EXHIBIT G-4 and shall specify the aggregate principal amount of offers for each Interest Period that are accepted. Borrower may accept any Bid Rate Quote in whole or in part; provided that: (i) the principal amount of each Bid Rate Loan is may not exceed the applicable amount set forth in the related Bid Rate Quote Request or be less than One Million Dollars ($1,000,000) and shall be an integral multiple of One Hundred Thousand Dollars ($100,000); (ii) acceptance of offers with respect to a particular Interest Period may only be made on the basis of ascending LIBOR Bid Margins offered for such Interest Period from the lowest effective cost; and (iii) Borrower may not accept any offer that is described in sub-paragraph (c)(3) or that otherwise fails to comply with the requirements of this Agreement. (f) If offers are made by two (2) or more Banks with the same LIBOR Bid Margins, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the case of each LIBOR Loanrelated Interest Period, the date that is three Business Days prior principal amount of Bid Rate Loans in respect of which such offers are accepted shall be allocated by Administrative Agent among such Banks as nearly as possible (in multiples of One Hundred Thousand Dollars ($100,000), as Administrative Agent may deem appropriate) in proportion to the date aggregate principal amounts of such Loan is to offers. Administrative Agent shall promptly (and in any event within one (1) Banking Day after such offers are accepted) notify Borrower and each such Bank in writing of any such allocation of Bid Rate Loans. Determinations by Administrative Agent of the allocation of Bid Rate Loans shall be made. Loans will be made available either by credit to an account maintained by the Company with the Bank or by wire transfer to: (a) such account or accounts as may be authorized on forms supplied by the Bank; or (b) conclusive in the absence of manifest error. (g) In the event that Borrower accepts the offer(s) contained in one (1) or more Bid Rate Quotes in accordance with paragraph (e), the Bank(s) making such authorizationoffer(s) shall make a Bid Rate Loan in the accepted amount (as allocated, if necessary, pursuant to Crestar Bankparagraph (f)) on the date specified therefor, ABA No. 000000000in accordance with the procedures specified in Section 2.04. (h) Notwithstanding anything to the contrary contained herein, account of Southern States Cooperative, Incorporated Account No. 0000000 or such replacement account as the Company each Bank shall specify by notice be required to each fund its Pro Rata Share of the BanksAvailable Total Loan Commitment in accordance with Section 2.01(b) despite the fact that any Bank's Loan Commitment may have been or may be exceeded as a result of such Bank's making Bid Rate Loans. (i) A Bank who is notified that it has been selected to make a Bid Rate Loan as provided above may designate its Designated Lender (if any) to fund such Bid Rate Loan on its behalf, as described in Section 12.

Bid Rate Loans. In (a) When Borrower has the event Borrower's Credit Rating required by Section 2.01(c) and wishes to request offers from the Company desires a Banks to make Bid Rate LoanLoans, it shall notify each of the Banks of such fact transmit to Administrative Agent by 11:00 a.m. Eastern time on the date such Loan is proposed to be made. Such notice shall be facsimile a request (a "Bid Rate Quote Request") substantially in the form of Exhibit A or by telephone confirmed in writing in EXHIBIT G-1 so as to be received not later than 10:30 a.m. (New York time) on the form of Exhibit A and shall specify fifth Banking Day prior to the amount date for funding of the Loan and Bid Rate Loan(s) proposed therein, specifying: (1) the proposed maturity date for such Loanof funding of the Bid Rate Loan(s), which maturity date shall not in any event exceed be a Banking Day; (2) the date which is two hundred seventy (270) days from the date of the making of such Bid Rate Loan (the "Bid Rate Maturity Date"). If the Company desires more than one Bid Rate Loan with different Bid Rate Maturity Dates, it may so request in its notice. However, the maximum number of amounts and Bid Rate Maturities for which bids may be sought on any day may not exceed five and the Company may not solicit bids from the Banks for Bid Rate Loans more than three times per week. In the event a Bank, in its sole discretion in each instance, desires to bid on one or more aggregate amount of the Bid Rate Loans requested, which shall be Twenty-Five Million Dollars ($25,000,000) or on a part larger integral multiple of One Million Dollars ($1,000,000); and (3) the duration of the Interest Period(s) applicable thereto, subject to the provisions of the definition of "Interest Period" in Section 1.01. Borrower may request offers to make Bid Rate Loans for more than one or more (1) Interest Period in a single Bid Rate Quote Request. No Bid Rate Quote Request may be submitted by Borrower sooner than thirty (30) days after the submission of such Loans, it shall, on or before 11:45 a.m. Eastern time on the day that any other Bid Rate Quote Request. (b) Promptly upon receipt of a Bid Rate Loan is Quote Request, Administrative Agent shall send to be made notify the Company of such fact in the form attached hereto as Exhibit B or Banks by telephone confirmed in writing facsimile an invitation (an "Invitation for Bid Rate Quotes") substantially in the form of Exhibit B. No Bank may bid more than three times per week. With respect EXHIBIT G-2, which shall constitute an invitation by Borrower to the Banks to submit Bid Rate Loans, no Bank may bid an amount which exceeds the projected aggregate Unused Commitments of all of the Banks, calculated as provided in Section 2.01. The Company shall disregard any quote which is received late. If the Company desires Quotes offering to accept one or more of the bids, it shall furnish notice of such fact to the Bank or Banks that made the bids that were accepted by the Company by 12:30 p.m. Eastern time on the day the bids were made. Such notice shall be in the form of Exhibit C hereto or by telephone confirmed in writing in the form of Exhibit C, and a copy thereof shall be provided to the Administrative Agent provided that the copy submitted to the Administrative Agent shall not include bid rates or loan pricing information. The Interest Period may, at the Company's option, extend beyond the Termination Date provided that (i) no Bank is thereby required to extend the Termination Date or renew this Agreement and (ii) if any Bank does not, in its sole discretion, extend, renew, or otherwise continue its commitment on or before the Termination Date then the balance of all make Bid Rate Loans made by the terminating Bank will be due and payable on the Termination Date and the Company will pay all costs relating to prepayment of which such Bid Rate Loans as set forth Quote Request relates in accordance with this Section 2.11. Notwithstanding the above, if any 2.02. (1) Each Bank gives the Company notice that the Bank does not intend may submit a Bid Rate Quote containing an offer or offers to make Bid Rate Loans in excess of the Bank's Commitment then, until such time as the Bank rescinds such notice, the Company will not be required response to notify the subject Bank with respect to any Invitation for Bid Rate Loans that would exceed Quotes. Each Bid Rate Quote must comply with the Bank's Commitment. The notice and rescission described in requirements of this paragraph (c) and must be in writing, substantially in the form of Exhibit D, and will be effective three (3) Business Days after receipt. All notices by the Company submitted to any Bank provided for above shall be sent Administrative Agent by facsimile or if agreed to by not later than 2:00 p.m. (New York time) on the recipient Bank, by e-mail fourth Banking Day prior to the e-mail address specified by such Bank, and shall be effective only upon receipt. Notices to the Banks shall be directed as provided in the Bank notice profile attached as Exhibit E. All notices by any Bank to the Company provided for above shall be sent by facsimile or by e-mail to the Company at the e-mail address specified on the signature page for the Company, and shall be effective only upon receipt. Not later than 3:00 p.m. Eastern time on the proposed date (which must be a Business Day) a Loan is to be made: (i) each Bank, in the case of a Base Rate or LIBOR Loan, shall make available directly to the Company its share of the Loan; and (ii) the Bank or Banks whose bid(s) were accepted shall, in the case of Bid Rate Loans, make available directly to the Company the principal amount of the Bid Rate Loan which Loan(s); provided that Bid Rate Quotes submitted by UBS (or any Affiliate of Administrative Agent) in its capacity as a Bank may be submitted, and may only be submitted, if UBS or such Bank Affiliate notifies Borrower of the terms of the offer or Banks agreed to make. The Administrative Agent shall notify each Bank of its pro rata share of each Base Rate or LIBOR Loan. Such notice shall be given by facsimile no offers contained therein not later than 1:00 p.m. Eastern time on, in the case of each Base Rate Loan, the date such Loan is to be made and, in the case of each LIBOR Loan, the date that is three Business Days one (1) hour prior to the date such Loan is to be made. Loans will be made available either by credit to an account maintained by deadline for the Company with the Bank or by wire transfer to: (a) such account or accounts as may be authorized on forms supplied by the Bank; or (b) in the absence of such authorization, to Crestar Bank, ABA No. 000000000, account of Southern States Cooperative, Incorporated Account No. 0000000 or such replacement account as the Company shall specify by notice to each of the Banks.other

Bid Rate Loans. In (a) So long as Borrower has an Investment Grade Rating and wishes to request offers from the event the Company desires a Ratable Loan Banks to make Bid Rate LoanLoans, it shall notify each of the Banks of such fact transmit to Administrative Agent by 11:00 a.m. Eastern time on the date such Loan is proposed to be made. Such notice shall be facsimile a request (a “Bid Rate Quote Request”) substantially in the form of Exhibit A or by telephone confirmed in writing in EXHIBIT G-1 so as to be received not later than 10:30 a.m. (New York time) on the form of Exhibit A and shall specify fourth Banking Day prior to the amount date for funding of the Loan and Bid Rate Loan(s) proposed therein, specifying: (1) the proposed maturity date for such Loan, which maturity date shall not in any event exceed the date which is two hundred seventy (270) days from the date of the making funding of such Bid Rate Loan Loan(s), which shall be a Banking Day; (2) the "Bid Rate Maturity Date"). If the Company desires more than one Bid Rate Loan with different Bid Rate Maturity Dates, it may so request in its notice. However, the maximum number of amounts and Bid Rate Maturities for which bids may be sought on any day may not exceed five and the Company may not solicit bids from the Banks for Bid Rate Loans more than three times per week. In the event a Bank, in its sole discretion in each instance, desires to bid on one or more aggregate amount of the Bid Rate Loans or on a part requested, which shall be at least Five Million Dollars ($5,000,000) and an integral multiple of one or more One Million Dollars ($1,000,000); (3) the prepayment terms of such Bid Rate Loan(s), which, if not specified, shall have the same prepayment terms as Ratable Loans; and (4) the duration of the Interest Period(s) applicable thereto, it shall, on or before 11:45 a.m. Eastern time on subject to the day that provisions of the definition of “Interest Period” in Section 1.01. Borrower may request offers to make Bid Rate Loans for more than one (1) Interest Period in a single Bid Rate Quote Request. No Bid Rate Quote Request may be submitted by Borrower sooner than seven (7) calendar days after the submission of any other Bid Rate Quote Request. (b) Promptly upon receipt of a Bid Rate Quote Request, Administrative Agent shall send to the Ratable Loan is to be made notify the Company of such fact in the form attached hereto as Exhibit B or Banks by telephone confirmed in writing facsimile an invitation (an “Invitation for Bid Rate Quotes”) substantially in the form of Exhibit B. No Bank may bid more than three times per week. With respect EXHIBIT G-2, which shall constitute an invitation by Borrower to the Ratable Loan Banks to submit Bid Rate Loans, no Bank may bid an amount which exceeds the projected aggregate Unused Commitments of all of the Banks, calculated as provided in Section 2.01. The Company shall disregard any quote which is received late. If the Company desires Quotes offering to accept one or more of the bids, it shall furnish notice of such fact to the Bank or Banks that made the bids that were accepted by the Company by 12:30 p.m. Eastern time on the day the bids were made. Such notice shall be in the form of Exhibit C hereto or by telephone confirmed in writing in the form of Exhibit C, and a copy thereof shall be provided to the Administrative Agent provided that the copy submitted to the Administrative Agent shall not include bid rates or loan pricing information. The Interest Period may, at the Company's option, extend beyond the Termination Date provided that (i) no Bank is thereby required to extend the Termination Date or renew this Agreement and (ii) if any Bank does not, in its sole discretion, extend, renew, or otherwise continue its commitment on or before the Termination Date then the balance of all make Bid Rate Loans made by the terminating Bank will be due and payable on the Termination Date and the Company will pay all costs relating to prepayment of which such Bid Rate Loans as set forth Quote Request relates in accordance with this Section 2.11. Notwithstanding the above, if any 2.02. (1) Each Ratable Loan Bank gives the Company notice that the Bank does not intend may submit a Bid Rate Quote containing an offer or offers to make Bid Rate Loans in excess of the Bank's Commitment then, until such time as the Bank rescinds such notice, the Company will not be required response to notify the subject Bank with respect to any Invitation for Bid Rate Loans that would exceed Quotes. Each Bid Rate Quote must comply with the Bank's Commitment. The notice and rescission described in requirements of this paragraph (c) and must be in writing, substantially in the form of Exhibit D, and will be effective three (3) Business Days after receipt. All notices by the Company submitted to any Bank provided for above shall be sent Administrative Agent by facsimile or if agreed to by not later than 10:00 a.m. (New York time) on the recipient Bank, by e-mail third Banking Day prior to the e-mail address specified by such Bank, and shall be effective only upon receipt. Notices to the Banks shall be directed as provided in the Bank notice profile attached as Exhibit E. All notices by any Bank to the Company provided for above shall be sent by facsimile or by e-mail to the Company at the e-mail address specified on the signature page for the Company, and shall be effective only upon receipt. Not later than 3:00 p.m. Eastern time on the proposed date (which must be a Business Day) a Loan is to be made: (i) each Bank, in the case of a Base Rate or LIBOR Loan, shall make available directly to the Company its share of the Loan; and (ii) the Bank or Banks whose bid(s) were accepted shall, in the case of Bid Rate Loans, make available directly to the Company the principal amount of the Bid Rate Loan(s); provided that Bid Rate Quotes submitted by the Ratable Loan which such Bank or Banks agreed to make. The serving as Administrative Agent shall notify each (or any Affiliate of the Bank serving as Administrative Agent) in its capacity as a Ratable Loan Bank may be submitted, and may only be submitted, if the Ratable Loan Bank serving as Administrative Agent or such Affiliate notifies Borrower of its pro rata share the terms of each Base Rate the offer or LIBOR Loan. Such notice shall be given by facsimile no offers contained therein not later than 1:00 p.m. Eastern time on, in the case of each Base Rate Loan, the date such Loan is to be made and, in the case of each LIBOR Loan, the date that is three Business Days fifteen (15) minutes prior to the date such deadline for the other Ratable Loan is Banks. Any Bid Rate Quote so made shall (subject to Borrower’s satisfaction of the conditions precedent set forth in this Agreement to its entitlement to an advance) be irrevocable except with the written consent of Administrative Agent given on the instructions of Borrower. Bid Rate Loans to be madefunded pursuant to a Bid Rate Quote may, as provided in Section 12.16, be funded by a Ratable Loan Bank’s Designated Lender. Loans will be made available either by credit to an account maintained by the Company with the A Ratable Loan Bank or by wire transfer to: (a) such account or accounts as may be authorized on forms supplied by the Bank; or (b) in the absence of such authorization, to Crestar Bank, ABA No. 000000000, account of Southern States Cooperative, Incorporated Account No. 0000000 or such replacement account as the Company making a Bid Rate Quote shall specify in its Bid Rate Quote whether the related Bid Rate Loans are intended to be funded by notice to each such Ratable Loan Bank’s Designated Lender, as provided in Section 12.16. (2) Each Bid Rate Quote shall be in substantially the form of the Banks.EXHIBIT G-3 and shall in any case specify:

Bid Rate Loans. In A. The Bid Rate Option. Subject to the event terms and conditions of this Agreement and in reliance upon the repre- sentations and warranties of Company set forth herein, in addition to Company requesting that Lenders make Revolving Loans pursuant to subsection 2.1, Company may, as set forth in this subsection 2.9, request Lenders during the period from and including the Closing Date to but excluding the Revolving Loan Commitment Termination Date to make offers to make Bid Rate Loans to Company; provided that (i) the aggregate principal amount of Bid Rate Loans outstanding at any time shall not, when added to the Commercial Paper Usage at such time, exceed $450,000,000, (ii) the aggregate principal amount of Bid Rate Loans outstanding at any time shall not, when added to the aggregate principal amount of all outstanding Revolving Loans plus the Letter of Credit Usage plus the Commercial Paper Usage plus the Overdraft Amount, exceed the Revolving Loan Commitments then in effect and (iii) the aggregate principal amount of Bid Rate Loans of any Lender outstanding at any time shall not exceed $100,000,000. Lenders may, but shall have no obligation to, make such offers and Company may, but shall have no obligation to, accept any such offers in the manner set forth in this subsection 2.9. B. Bid Rate Loan Quote Request. Whenever Company desires to request offers to make Bid Rate Loans, it shall transmit to Bid Rate Loan Agent by telecopy a Bid Rate Loan, it shall notify each of the Banks of such fact by 11:00 a.m. Eastern time on the date such Loan is proposed to be made. Such notice shall be Quote Request substantially in the form of Exhibit A or by telephone confirmed IV annexed hereto no later than 12:00 Noon (New York time) two Business Days in writing in advance of the form of Exhibit A and proposed Funding Date set forth therein. The Bid Rate Loan Quote Request shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount of the Loan and the proposed maturity date Bid Rate Loans for such Loanwhich offers are requested, which maturity date shall not be in any event exceed a minimum principal amount of $5,000,000 and in integral multiples of $1,000,000 in excess of that amount and (iii) the duration of the Bid Rate Loan Interest Period applicable thereto, subject to the provisions set forth in the definition of Bid Rate Loan Interest Period; and such Bid Rate Loan Quote Request shall further certify that subsection 3.2B is satisfied on and as of the date which is two hundred seventy (270) days from of such Bid Rate Loan Quote Request and on and as of the date of the making of such Bid Rate Loan (the "Bid Rate Maturity Date")Loans. If the Company desires more than one No Bid Rate Loan with different Quote Request shall be given within five Business Days of any other Bid Rate Maturity Dates, it may so request in its notice. However, the maximum number of amounts and Bid Rate Maturities for which bids may be sought on any day may not exceed five and the Company may not solicit bids from the Banks Loan Quote Request. C. Invitation for Bid Rate Loans more than three times per weekLoan Quotes. In the event a Bank, in its sole discretion in each instance, desires to bid on one or more of the Promptly upon any request by Company for Bid Rate Loans or on a part Loan Quotes pursuant to the delivery of one or more of such Loans, it shall, on or before 11:45 a.m. Eastern time on the day that a Bid Rate Loan is Quote Request in accordance with the provisions of subsection 2.9B, but in no event later than the close of business on the date of receipt thereof, Bid Rate Loan Agent shall send to be made notify the Company of such fact in the form attached hereto as Exhibit B or Lenders by telephone confirmed in writing telecopy an Invitation for Bid Rate Loan Quotes substantially in the form of Exhibit B. No Bank may bid more than three times per week. With respect V annexed hereto, which shall constitute an invitation by Company to each Lender to submit Bid Rate Loans, no Bank may bid an amount Loan Quotes offering to make Bid Rate Loans to which exceeds the projected aggregate Unused Commitments such Bid Rate Loan Quote Request relates in accordance with this subsection 2.9. D. Submission and Contents of all of the Banks, calculated as provided in Section 2.01. The Company shall disregard any quote which is received late. If the Company desires to accept one or more of the bids, it shall furnish notice of such fact to the Bank or Banks that made the bids that were accepted by the Company by 12:30 p.m. Eastern time on the day the bids were made. Such notice shall be in the form of Exhibit C hereto or by telephone confirmed in writing in the form of Exhibit C, and a copy thereof shall be provided to the Administrative Agent provided that the copy submitted to the Administrative Agent shall not include bid rates or loan pricing information. The Interest Period may, at the Company's option, extend beyond the Termination Date provided that Bid Rate Loan Quotes. (i) no Bank is thereby required to extend the Termination Date or renew this Agreement and (ii) if any Bank does notEach Lender may, in its sole discretion, extend, renew, or otherwise continue its commitment on or before the Termination Date then the balance of all submit a Bid Rate Loans made by the terminating Bank will be due and payable on the Termination Date and the Company will pay all costs relating to prepayment of Bid Rate Loans as set forth in Section 2.11. Notwithstanding the above, if any Bank gives the Company notice that the Bank does not intend Loan Quote containing an offer or offers to make Bid Rate Loans in excess response to any Invitation for Bid Rate Loan Quotes. Each Bid Rate Loan Quote must comply with the requirements of this subsection 2.9D and must be received by Bid Rate Loan Agent by telecopy no later than 10:00 A.M. (New York time) on the proposed Funding Date of such Bid Rate Loans; provided that Bid Rate Loan Quotes submitted by Administrative Agent (or any Affiliate of Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if Administrative Agent or such Affiliate notifies Company of the Bank's Commitment then, until terms of the offer or offers contained therein no later than 9:45 A.M. (New York time) on the proposed Funding Date of such time as the Bank rescinds such notice, the Company will not be required to notify the subject Bank with respect to Bid Rate Loans that would exceed Loans. Any Bid Rate Loan Quote so made shall be, subject to subsection 2.9G, irrevocable except with the Bank's Commitment. The notice and rescission described in this paragraph must written consent of Bid Rate Loan Agent given on the instructions of Company. (ii) Each Bid Rate Loan Quote shall be in writing, substantially in substan- tially the form of Exhibit D, and will be effective three (3) Business Days after receipt. All notices by the Company to any Bank provided for above shall be sent by facsimile or if agreed to by the recipient Bank, by e-mail to the e-mail address specified by such Bank, VI annexed hereto and shall be effective only upon receipt. Notices refer to the Banks shall be directed as provided in the Bank notice profile attached as Exhibit E. All notices by any Bank to the Company provided for above shall be sent by facsimile or by e-mail to the Company at the e-mail address specified on the signature page for the Company, this Agreement and shall be effective only upon receipt. Not later than 3:00 p.m. Eastern time on the date specify (which must be a Business Day) a Loan is to be made: (i) each Bank, in the case of a Base Rate or LIBOR Loan, shall make available directly to the Company its share of the Loan; and (iia) the Bank or Banks whose bid(sproposed Funding Date, (b) were accepted shall, in the case of Bid Rate Loans, make available directly to the Company the principal amount of the Bid Rate Loan offered for each Bid Rate Loan Interest Period in respect of which an offer is being made, which principal amount (x) may be greater than or less than the Revolving Loan Commitment of the quoting Lender, (y) must be in a minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount and (z) may not exceed the principal amount of Bid Rate Loans for such Bid Rate Loan Interest Period for which offers were requested, (c) in the event the sum of the Bid Rate Loans being offered for all Bid Rate Loan Interest Periods exceeds the maximum aggregate amount of Bid Rate Loans that the quoting Lender is willing to make pursuant to such Bid Rate Loan Quote, such maximum aggregate amount, (d) the rate of interest per annum (expressed as an absolute number and not in terms of a specified margin over the quoting Lender's cost of funds and rounded to the nearest 1/100 of 1%) at which such Bank or Banks agreed Lender is willing to make. The Administrative Agent shall notify make each Bank such Bid Rate Loan and (e) the identity of its pro rata share of each Base the quoting Lender. (iii) Any Bid Rate or LIBOR Loan. Such notice Loan Quote shall be given by facsimile disregarded that (a) is not substantially in the form of Exhibit VI annexed hereto or does not specify all of the information required in subsection 2.9D(ii), (b) contains qualifying, conditional or similar language, (c) proposes terms other than or in addition to those set forth in the applicable Invitation for Bid Rate Loan Quotes or (d) arrives after the time set forth in subsection 2.9D(i). (iv) If any Lender shall elect not to make such an offer, such Lender shall so notify Bid Rate Loan Agent via telecopy no later than 1:00 p.m. Eastern time on10:00 a.m. (New York time) on the proposed Funding Date; provided, in the case of each Base Rate Loanhowever, the date that failure by any Lender to give such Loan is notice shall not constitute a breach or default by such Lender nor cause such Lender to be made and, in the case of each LIBOR Loan, the date that is three Business Days prior liable to the date such Company or any other party or be obligated to make any Bid Rate Loan is to be made. Loans will be made available either by credit to an account maintained by the Company with the Bank or by wire transfer to: (a) such account or accounts as may be authorized on forms supplied by the Bank; or (b) in the absence part of such authorization, to Crestar Bank, ABA No. 000000000, account of Southern States Cooperative, Incorporated Account No. 0000000 or such replacement account as the Company shall specify by notice to each of the Banksrequested Bid Rate Loans.

Bid Rate Loans. In (a) When Borrower has the event Borrower’s Credit Rating required by Section 2.01(c) and wishes to request offers from the Company desires a Banks to make Bid Rate LoanLoans, it shall notify each of the Banks of such fact transmit to Administrative Agent by 11:00 a.m. Eastern time on the date such Loan is proposed to be made. Such notice shall be facsimile a request (a “Bid Rate Quote Request”) substantially in the form of Exhibit A or by telephone confirmed in writing in EXHIBIT G-1 so as to be received not later than 10:30 a.m. (New York time) on the form of Exhibit A and shall specify fourth Banking Day prior to the amount date for funding of the Loan and Bid Rate Loan(s) proposed therein, specifying: (1) the proposed maturity date for such Loan, which maturity date shall not in any event exceed the date which is two hundred seventy (270) days from the date of the making funding of such Bid Rate Loan Loan(s), which shall be a Banking Day; (2) the "Bid Rate Maturity Date"). If the Company desires more than one Bid Rate Loan with different Bid Rate Maturity Dates, it may so request in its notice. However, the maximum number of amounts and Bid Rate Maturities for which bids may be sought on any day may not exceed five and the Company may not solicit bids from the Banks for Bid Rate Loans more than three times per week. In the event a Bank, in its sole discretion in each instance, desires to bid on one or more aggregate amount of the Bid Rate Loans requested, which shall be Twenty-Five Million Dollars ($25,000,000) or on a part larger integral multiple of One Million Dollars ($1,000,000); and (3) the duration of the Interest Period(s) applicable thereto, subject to the provisions of the definition of “Interest Period” in Section 1.01. Borrower may request offers to make Bid Rate Loans for more than one or more (1) Interest Period in a single Bid Rate Quote Request. No Bid Rate Quote Request may be submitted by Borrower sooner than seven (7) days after the submission of such Loans, it shall, on or before 11:45 a.m. Eastern time on the day that any other Bid Rate Quote Request. (b) Promptly upon receipt of a Bid Rate Loan is Quote Request, Administrative Agent shall send to be made notify the Company of such fact in the form attached hereto as Exhibit B or Banks by telephone confirmed in writing facsimile an invitation (an “Invitation for Bid Rate Quotes”) substantially in the form of Exhibit B. No Bank may bid more than three times per week. With respect EXHIBIT G-2, which shall constitute an invitation by Borrower to the Banks to submit Bid Rate Loans, no Bank may bid an amount which exceeds the projected aggregate Unused Commitments of all of the Banks, calculated as provided in Section 2.01. The Company shall disregard any quote which is received late. If the Company desires Quotes offering to accept one or more of the bids, it shall furnish notice of such fact to the Bank or Banks that made the bids that were accepted by the Company by 12:30 p.m. Eastern time on the day the bids were made. Such notice shall be in the form of Exhibit C hereto or by telephone confirmed in writing in the form of Exhibit C, and a copy thereof shall be provided to the Administrative Agent provided that the copy submitted to the Administrative Agent shall not include bid rates or loan pricing information. The Interest Period may, at the Company's option, extend beyond the Termination Date provided that (i) no Bank is thereby required to extend the Termination Date or renew this Agreement and (ii) if any Bank does not, in its sole discretion, extend, renew, or otherwise continue its commitment on or before the Termination Date then the balance of all make Bid Rate Loans made by the terminating Bank will be due and payable on the Termination Date and the Company will pay all costs relating to prepayment of which such Bid Rate Loans as set forth Quote Request relates in accordance with this Section 2.11. Notwithstanding the above, if any 2.02. (1) Each Bank gives the Company notice that the Bank does not intend may submit a Bid Rate Quote containing an offer or offers to make Bid Rate Loans in excess response to any Invitation for Bid Rate Quotes. Each Bid Rate Quote must comply with the requirements of this paragraph (c) and must be submitted to Administrative Agent by facsimile not later than 10:00 a.m. (New York time) on the third Banking Day prior to the proposed date of the Bank's Commitment then, until such time as Bid Rate Loan(s); provided that Bid Rate Quotes submitted by the Bank rescinds serving as Administrative Agent (or any Affiliate of the Bank serving as Administrative Agent) in its capacity as a Bank may be submitted, and may only be submitted, if the Bank serving as Administrative Agent or such notice, Affiliate notifies Borrower of the Company will terms of the offer or offers contained therein not later than fifteen (15) minutes prior to the deadline for the other Banks. Any Bid Rate Quote so made shall (subject to Borrower’s satisfaction of the conditions precedent set forth in this Agreement to its entitlement to an advance) be required to notify irrevocable except with the subject Bank with respect to written consent of Administrative Agent given on the instructions of Borrower. Bid Rate Loans that would exceed to be funded pursuant to a Bid Rate Quote may, as provided in Section 12.16, be funded by a Bank’s Designated Lender. A Bank making a Bid Rate Quote shall specify in its Bid Rate Quote whether the related Bid Rate Loans are intended to be funded by such Bank's Commitment. The notice and rescission described ’s Designated Lender, as provided in this paragraph must Section 12.16. (2) Each Bid Rate Quote shall be in writing, substantially in the form of Exhibit D, and will be effective three (3) Business Days after receipt. All notices by the Company to any Bank provided for above shall be sent by facsimile or if agreed to by the recipient Bank, by e-mail to the e-mail address specified by such Bank, EXHIBIT G-3 and shall be effective only upon receipt. Notices to the Banks shall be directed as provided in the Bank notice profile attached as Exhibit E. All notices by any Bank to the Company provided for above shall be sent by facsimile or by e-mail to the Company at the e-mail address specified on the signature page for the Company, and shall be effective only upon receipt. Not later than 3:00 p.m. Eastern time on the date (which must be a Business Day) a Loan is to be made: case specify: (i) each Bank, in the case proposed date of a Base Rate or LIBOR Loan, shall make available directly to the Company its share funding of the Loan; and Bid Rate Loan(s); (ii) the Bank or Banks whose bid(s) were accepted shall, in the case of Bid Rate Loans, make available directly to the Company the principal amount of the Bid Rate Loan(s) for which each such offer is being made, which principal amount (w) may be greater than or less than the Loan Commitment of the quoting Bank, (x) must be in the aggregate Five Million Dollars ($5,000,000) or a larger integral multiple of One Million Dollars ($1,000,000), (y) may not exceed the principal amount of Bid Rate Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Bid Rate Loans for which offers being made by such quoting Bank may be accepted; (iii) the margin above or Banks agreed below the applicable LIBOR Interest Rate (the “LIBOR Bid Margin”) offered for each such Bid Rate Loan, expressed as a percentage per annum (specified to makethe nearest 1/1,000th of 1%) to be added to (or subtracted from) the applicable LIBOR Interest Rate; (iv) the applicable Interest Period; and (v) the identity of the quoting Bank. The A Bid Rate Quote may set forth up to three (3) separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Bid Rate Quotes. (3) Any Bid Rate Quote shall be disregarded if it: (i) is not substantially in conformity with EXHIBIT G-3 or does not specify all of the information required by sub-paragraph (c)(2) above; (ii) contains qualifying, conditional or similar language (except for an aggregate limitation as provided in sub-paragraph (c)(2)(ii) above); (iii) proposes terms other than or in addition to those set forth in the applicable Invitation for Bid Rate Quotes (except for an aggregate limitation as provided in sub-paragraph (c)(2)(ii) above); or (iv) arrives after the time set forth in sub-paragraph (c)(1) above. (d) Administrative Agent shall notify each Bank of its pro rata share of each Base Rate or LIBOR Loan. Such notice shall be given by facsimile no later than 1:00 p.m. Eastern time on, 10:15 a.m. (New York City time) on the third Banking Day prior to the proposed date for the requested Bid Rate Loan notify Borrower in writing of the terms of any Bid Rate Quote submitted by a Bank that is in accordance with paragraph (c). Any subsequent Bid Rate Quote shall be disregarded by Administrative Agent unless such subsequent Bid Rate Quote is submitted solely to correct a manifest error in such former Bid Rate Quote. Administrative Agent’s notice to Borrower shall specify (A) the aggregate principal amount of Bid Rate Loans for which offers have been received for each Interest Period specified in the case related Bid Rate Quote Request, (B) the respective principal amounts and LIBOR Bid Margins so offered and (C) if applicable, limitations on the aggregate principal amount of each Base Bid Rate Loans for which offers in any single Bid Rate Quote may be accepted. (e) Not later than 11:00 a.m. (New York time) on the third Banking Day prior to the proposed date of funding of the Bid Rate Loan, Borrower shall notify Administrative Agent of its acceptance or non-acceptance of the date offers so notified to it pursuant to paragraph (d). A notice of acceptance shall be substantially in the form of EXHIBIT G-4 and shall specify the aggregate principal amount of offers for each Interest Period that are accepted. Borrower may accept any Bid Rate Quote in whole or in part; provided that: (i) the principal amount of each Bid Rate Loan may not exceed the applicable amount set forth in the related Bid Rate Quote Request or be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Hundred Thousand Dollars ($100,000); (ii) acceptance of offers with respect to a particular Interest Period may only be made on the basis of ascending LIBOR Bid Margins offered for such Loan Interest Period from the lowest effective cost; and (iii) Borrower may not accept any offer that is described in sub-paragraph (c)(3) or that otherwise fails to comply with the requirements of this Agreement. (f) If offers are made by two (2) or more Banks with the same LIBOR Bid Margins, for a greater aggregate principal amount than the amount in respect of which such offers are permitted to be made and, in accepted for the case of each LIBOR Loanrelated Interest Period, the date that is three Business Days prior principal amount of Bid Rate Loans in respect of which such offers are accepted shall be allocated by Administrative Agent among such Banks as nearly as possible (in multiples of One Hundred Thousand Dollars ($100,000), as Administrative Agent may deem appropriate) in proportion to the date aggregate principal amounts of such Loan is to offers. Administrative Agent shall promptly (and in any event within one (1) Banking Day after such offers are accepted) notify Borrower and each such Bank in writing of any such allocation of Bid Rate Loans. Determinations by Administrative Agent of the allocation of Bid Rate Loans shall be made. Loans will be made available either by credit to an account maintained by the Company with the Bank or by wire transfer to: (a) such account or accounts as may be authorized on forms supplied by the Bank; or (b) conclusive in the absence of manifest error. (g) In the event that Borrower accepts the offer(s) contained in one (1) or more Bid Rate Quotes in accordance with paragraph (e), the Bank(s) making such authorizationoffer(s) shall make a Bid Rate Loan in the accepted amount (as allocated, if necessary, pursuant to Crestar Bankparagraph (f)) on the date specified therefor, ABA No. 000000000in accordance with the procedures specified in Section 2.05. (h) Notwithstanding anything to the contrary contained herein, account of Southern States Cooperative, Incorporated Account No. 0000000 or such replacement account as the Company each Bank shall specify by notice be required to each fund its Pro Rata Share of the BanksAvailable Total Loan Commitment in accordance with Section 2.01(b) despite the fact that any Bank’s Loan Commitment may have been or may be exceeded as a result of such Bank’s making Bid Rate Loans. (i) A Bank who is notified that it has been selected to make a Bid Rate Loan as provided above may designate its Designated Lender (if any) to fund such Bid Rate Loan on its behalf, as described in Section 12.

Bid Rate Loans. In (a) When Borrower has the event Credit Rating required by Section 2.01(c) and wishes to request offers from the Company desires a Banks to make Bid Rate LoanLoans, it shall notify each of the Banks of such fact transmit to Administrative Agent by 11:00 a.m. Eastern time on the date such Loan is proposed to be made. Such notice shall be facsimile a request (a “Bid Rate Quote Request”) substantially in the form of Exhibit A or by telephone confirmed in writing in EXHIBIT G-1 so as to be received not later than 10:30 a.m. (New York time) on the form of Exhibit A and shall specify fourth Banking Day prior to the amount date for funding of the Loan and Bid Rate Loan(s) proposed therein, specifying: (1) the proposed maturity date for such Loan, which maturity date shall not in any event exceed the date which is two hundred seventy (270) days from the date of the making funding of such Bid Rate Loan Loan(s), which shall be a Banking Day; (2) the "Bid Rate Maturity Date"). If the Company desires more than one Bid Rate Loan with different Bid Rate Maturity Dates, it may so request in its notice. However, the maximum number of amounts and Bid Rate Maturities for which bids may be sought on any day may not exceed five and the Company may not solicit bids from the Banks for Bid Rate Loans more than three times per week. In the event a Bank, in its sole discretion in each instance, desires to bid on one or more aggregate amount of the Bid Rate Loans or on a part requested, which shall be at least Five Million Dollars ($5,000,000) and an integral multiple of one or more One Million Dollars ($1,000,000); (3) the prepayment terms of such Bid Rate Loan(s), which, if not specified, shall have the same prepayment terms as Ratable Loans; and (4) the duration of the Interest Period(s) applicable thereto, it shall, on or before 11:45 a.m. Eastern time on subject to the day that provisions of the definition of “Interest Period.” Borrower may request offers to make Bid Rate Loans for more than one (1) Interest Period in a single Bid Rate Quote Request. No Bid Rate Quote Request may be submitted by Borrower sooner than seven (7) calendar days after the submission of any other Bid Rate Quote Request. (b) Promptly upon receipt of a Bid Rate Loan is Quote Request, Administrative Agent shall send to be made notify the Company of such fact in the form attached hereto as Exhibit B or Banks by telephone confirmed in writing facsimile an invitation (an “Invitation for Bid Rate Quotes”) substantially in the form of Exhibit B. No Bank may bid more than three times per week. With respect EXHIBIT G-2, which shall constitute an invitation by Borrower to the Banks to submit Bid Rate Loans, no Bank may bid an amount which exceeds the projected aggregate Unused Commitments of all of the Banks, calculated as provided in Section 2.01. The Company shall disregard any quote which is received late. If the Company desires Quotes offering to accept one or more of the bids, it shall furnish notice of such fact to the Bank or Banks that made the bids that were accepted by the Company by 12:30 p.m. Eastern time on the day the bids were made. Such notice shall be in the form of Exhibit C hereto or by telephone confirmed in writing in the form of Exhibit C, and a copy thereof shall be provided to the Administrative Agent provided that the copy submitted to the Administrative Agent shall not include bid rates or loan pricing information. The Interest Period may, at the Company's option, extend beyond the Termination Date provided that (i) no Bank is thereby required to extend the Termination Date or renew this Agreement and (ii) if any Bank does not, in its sole discretion, extend, renew, or otherwise continue its commitment on or before the Termination Date then the balance of all make Bid Rate Loans made by the terminating Bank will be due and payable on the Termination Date and the Company will pay all costs relating to prepayment of which such Bid Rate Loans as set forth Quote Request relates in accordance with this Section 2.11. Notwithstanding the above, if any 2.02. (1) Each Bank gives the Company notice that the Bank does not intend may submit a Bid Rate Quote containing an offer or offers to make Bid Rate Loans in excess response to any Invitation for Bid Rate Quotes. Each Bid Rate Quote must comply with the requirements of this paragraph (c) and must be submitted to Administrative Agent by facsimile not later than 10:00 a.m. (New York time) on the third Banking Day prior to the proposed date of the Bank's Commitment then, until such time as Bid Rate Loan(s); provided that Bid Rate Quotes submitted by the Bank rescinds serving as Administrative Agent (or any Affiliate of the Bank serving as Administrative Agent) in its capacity as a Bank may be submitted, and may only be submitted, if the Bank serving as Administrative Agent or such notice, Affiliate notifies Borrower of the Company will terms of the offer or offers contained therein not later than fifteen (15) minutes prior to the deadline for the other Banks. Any Bid Rate Quote so made shall (subject to Borrower’s satisfaction of the conditions precedent set forth in this Agreement to its entitlement to an advance) be required to notify irrevocable except with the subject Bank with respect to written consent of Administrative Agent given on the instructions of Borrower. Bid Rate Loans that would exceed to be funded pursuant to a Bid Rate Quote may, as provided in Section 12.16, be funded by a Bank’s Designated Lender. A Bank making a Bid Rate Quote shall specify in its Bid Rate Quote whether the related Bid Rate Loans are intended to be funded by such Bank's Commitment. The notice and rescission described ’s Designated Lender, as provided in this paragraph must Section 12.16. (2) Each Bid Rate Quote shall be in writing, substantially in the form of Exhibit D, and will be effective three (3) Business Days after receipt. All notices by the Company to any Bank provided for above shall be sent by facsimile or if agreed to by the recipient Bank, by e-mail to the e-mail address specified by such Bank, EXHIBIT G-3 and shall be effective only upon receipt. Notices to the Banks shall be directed as provided in the Bank notice profile attached as Exhibit E. All notices by any Bank to the Company provided for above shall be sent by facsimile or by e-mail to the Company at the e-mail address specified on the signature page for the Company, and shall be effective only upon receipt. Not later than 3:00 p.m. Eastern time on the date (which must be a Business Day) a Loan is to be made: case specify: (i) each Bank, in the case proposed date of a Base Rate or LIBOR Loan, shall make available directly to the Company its share funding of the Loan; and Bid Rate Loan(s); (ii) the Bank or Banks whose bid(s) were accepted shall, in the case of Bid Rate Loans, make available directly to the Company the principal amount of the Bid Rate Loan(s) for which each such offer is being made, which principal amount (w) may be greater than or less than the applicable Loan Commitment of the quoting Bank, (x) must be in the aggregate at least Five Million Dollars ($5,000,000) and an integral multiple of One Hundred Thousand Dollars ($100,000), (y) may not exceed the principal amount of Bid Rate Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Bid Rate Loans for which offers being made by such quoting Bank may be accepted; (iii) the margin above or Banks agreed below the applicable LIBOR Interest Rate (the “LIBOR Bid Margin”) offered for each such Bid Rate Loan, expressed as a percentage per annum (specified to makethe nearest 1/1,000th of 1%) to be added to (or subtracted from) the applicable LIBOR Interest Rate; (iv) the applicable Interest Period; and (v) the identity of the quoting Bank. The A Bid Rate Quote may set forth up to five (5) separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Bid Rate Quotes. (3) Any Bid Rate Quote shall be disregarded if it: (i) is not substantially in conformity with EXHIBIT G-3 or does not specify all of the information required by sub-paragraph (c)(2) above; (ii) contains qualifying, conditional or similar language (except for an aggregate limitation as provided in subparagraph (c)(2)(ii)(z) above); (iii) proposes terms other than or in addition to those set forth in the applicable Invitation for Bid Rate Quotes (except for an aggregate limitation as provided in subparagraph (c)(2)(ii)(z) above); or (iv) arrives after the time set forth in sub-paragraph (c)(1) above. (d) Administrative Agent shall notify each Bank of its pro rata share of each Base Rate or LIBOR Loan. Such notice shall be given by facsimile no later than 1:00 p.m. Eastern time on, 10:15 a.m. (New York City time) on the third Banking Day prior to the proposed date for the requested Bid Rate Loan notify Borrower in writing of the terms of any Bid Rate Quote submitted by a Bank that is in accordance with paragraph (c). Any subsequent Bid Rate Quote shall be disregarded by Administrative Agent unless such subsequent Bid Rate Quote is submitted solely to correct a manifest error in such former Bid Rate Quote. Administrative Agent’s notice to Borrower shall specify (A) the aggregate principal amount of Bid Rate Loans for which offers have been received for each Interest Period specified in the case related Bid Rate Quote Request, (B) the respective principal amounts and LIBOR Bid Margins so offered and (C) if applicable, limitations on the aggregate principal amount of each Base Bid Rate Loans for which offers in any single Bid Rate Quote may be accepted. (e) Not later than 11:00 a.m. (New York time) on the third Banking Day prior to the proposed date of funding of the Bid Rate Loan, Borrower shall notify Administrative Agent of its acceptance or non-acceptance of the date offers so notified to it pursuant to paragraph (d). A notice of acceptance shall be substantially in the form of EXHIBIT G-4 and shall specify the aggregate principal amount of offers for each Interest Period that are accepted. Borrower may accept any Bid Rate Quote in whole or in part; provided that: (i) the principal amount of each Bid Rate Loan may not exceed the applicable amount set forth in the related Bid Rate Quote Request or be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Hundred Thousand Dollars ($100,000); (ii) acceptance of offers with respect to a particular Interest Period may only be made on the basis of ascending LIBOR Bid Margins offered for such Loan Interest Period from the lowest effective cost; and (iii) Borrower may not accept any offer that is described in subparagraph (c)(3) or that otherwise fails to comply with the requirements of this Agreement. (f) If offers are made by two (2) or more Banks with the same LIBOR Bid Margins, for a greater aggregate principal amount than the amount in respect of which such offers are permitted to be made and, in accepted for the case of each LIBOR Loanrelated Interest Period, the date that is three Business Days prior principal amount of Bid Rate Loans in respect of which such offers are accepted shall be allocated by Administrative Agent among such Banks as nearly as possible (in multiples of One Hundred Thousand Dollars ($100,000)) in proportion to the date aggregate principal amounts of such Loan is to offers. Administrative Agent shall promptly (and in any event within one (1) Banking Day after such offers are accepted) notify Borrower and each such Bank in writing of any such allocation of Bid Rate Loans. Determinations by Administrative Agent of the allocation of Bid Rate Loans shall be made. Loans will be made available either by credit to an account maintained by the Company with the Bank or by wire transfer to: (a) such account or accounts as may be authorized on forms supplied by the Bank; or (b) conclusive in the absence of manifest error. (g) In the event that Borrower accepts the offer(s) contained in one (1) or more Bid Rate Quotes in accordance with paragraph (e), the Bank(s) making such authorizationoffer(s) shall make a Bid Rate Loan in the accepted amount (as allocated, if necessary, pursuant to Crestar Bankparagraph (f)) on the date specified therefor, ABA No. 000000000in accordance with the procedures specified in Section 2.05. (h) Notwithstanding anything to the contrary contained herein, account of Southern States Cooperative, Incorporated Account No. 0000000 or such replacement account as the Company each Bank shall specify by notice be required to each fund its Pro Rata Share of the BanksAvailable Total Loan Commitment in accordance with Section 2.01(b) despite the fact that any Bank’s Loan Commitment may have been or may be exceeded as a result of such Bank’s making Bid Rate Loans. (i) A Bank who is notified that it has been selected to make a Bid Rate Loan as provided above may designate its Designated Lender (if any) to fund such Bid Rate Loan on its behalf, as described in Section 12.16. Any Designated Lender which funds a Bid Rate Loan shall on and after the time of such funding become the obligee under such Bid Rate Loan and be entitled to receive payment thereof when due. No Bank shall be relieved of its obligation to fund a Bid Rate Loan, and no Designated Lender shall assume such obligation, prior to the time the applicable Bid Rate Loan is funded.

Bid Rate Loans. In the event the Company desires a Bid Rate Loan, it shall notify each of the Banks of such fact by 11:00 a.m. Eastern time on the date such Loan is proposed to be made. Such notice shall be in the form of Exhibit A or by telephone confirmed in writing in the form of Exhibit A and shall specify the amount of the Loan and the proposed maturity date for such Loan, which maturity date shall not in any event exceed the date which is two hundred seventy (270) days from the date of the making of such Bid Rate Loan (the "Bid Rate Maturity Date"). If the Company desires more than one Bid Rate Loan with different Bid Rate Maturity Dates, it may so request in its notice. However, the maximum number of amounts and Bid Rate Maturities for which bids may be sought on any day may not exceed five and the Company may not solicit bids from the Banks for Bid Rate Loans more than three times per week. In the event a Bank, in its sole discretion in each instance, desires to bid on one or more of the Bid Rate Loans or on a part of one or more of such Loans, it shall, on or before 11:45 a.m. Eastern time on the day that a Bid Rate Loan is to be made notify the Company of such fact in the form attached hereto as Exhibit B or by telephone confirmed in writing in the form of Exhibit B. No Bank may bid more than three times per week. With respect to Bid Rate Loans, no Bank may bid an amount which exceeds the projected aggregate Unused Commitments of all of the Banks, calculated as provided in Section 2.01. The Company shall disregard any quote which is received late. If the Company desires to accept one or more of the bids, it shall furnish notice of such fact Subject to the Bank or Banks that made the bids that were accepted by the Company by 12:30 p.m. Eastern time on the day the bids were made. Such notice shall be in the form of Exhibit C hereto or by telephone confirmed in writing in the form of Exhibit Cterms and conditions hereof, Intermet may request, and a copy thereof shall be provided to the Administrative Agent provided that the copy submitted to the Administrative Agent shall not include bid rates or loan pricing information. The Interest Period may, at the Company's option, extend beyond the Termination Date provided that (i) no Bank is thereby required to extend the Termination Date or renew this Agreement and (ii) if any Bank does noteach Lender, in its sole discretion, extend, renew, or otherwise continue its commitment on or before the Termination Date then the balance of all Bid Rate Loans made by the terminating Bank will be due and payable on the Termination Date and the Company will pay all costs relating to prepayment of Bid Rate Loans as set forth in Section 2.11. Notwithstanding the above, if any Bank gives the Company notice that the Bank does not intend may agree to make Bid Rate Loans Advances in excess accordance with the following procedure; provided, that, (x) at no time shall the sum of the Bank's Commitment then, until such time as aggregate outstanding principal amount of the Bank rescinds such notice, the Company will not be required to notify the subject Bank with respect to Bid Rate Loans that would exceed $100,000,000, and (y) at no time shall the sum of the outstanding principal amount of the Loans plus the Letter of Credit Obligations exceed the Banksum of Commitments: (a) In order to request Bid Rate Bids, Intermet shall telecopy to the Agent a duly completed Bid Request in the form of Exhibit D attached hereto (which may request not more than two Bid Rate Bids), to be received by the Agent not later than 11:00 a.m. (local time for the Agent) time, on the Business Day of the proposed Bid Rate Loan or Loans; provided that, such Bid Request shall not be deemed to have been received by the Agent in a timely manner unless Intermet shall also have notified the Agent by telephone (excluding voice mail notification) of such Bid Request by the time specified above. A Bid Request that does not conform substantially to the format of Exhibit D may be rejected in the Agent's Commitmentsole discretion, and the Agent shall notify Intermet of such rejection by telecopy not later than 12:00 noon (Atlanta, Georgia time) on the date of receipt. The notice Such request shall in each case refer to this Agreement and rescission described specify (i) the date of such Borrowing or Borrowings (which shall be a Business Day) and (ii) the aggregate principal amount thereof which shall be in a minimum principal amount of $1,000,000 and in an integral multiple of $100,000, and (iii) the Interest Period with respect thereto. Promptly after its receipt of a Bid Request that is not rejected as aforesaid, the Agent shall invite by telecopy (substantially in the form set forth in Exhibit E attached hereto) the Lenders to bid, on the terms and conditions of this paragraph Agreement, to make Bid Rate Advances pursuant to the Bid Request. (b) Each Lender may, in its sole discretion, make one or more Bid Rate Bids (but not more than two) to Intermet responsive to a Bid Request. Each Bid Rate Bid by a Lender must be in writingreceived by the Agent via telecopy, substantially in the form of Exhibit DF attached hereto, and not later than 12:00 noon (local time for the Agent) on the Business Day of the proposed Bid Rate Loan. Multiple bids (not to exceed two per Lender) will be effective three (3) Business Days after receipt. All notices accepted by the Company to any Bank provided for above shall be sent by facsimile or if agreed to by the recipient Bank, by e-mail to the e-mail address specified by such Bank, and shall be effective only upon receipt. Notices to the Banks shall be directed as provided in the Bank notice profile attached as Exhibit E. All notices by any Bank to the Company provided for above shall be sent by facsimile or by e-mail to the Company at the e-mail address specified on the signature page for the Company, and shall be effective only upon receipt. Not later than 3:00 p.m. Eastern time on the date (which must be a Business Day) a Loan is to be made: (i) each Bank, in the case of a Base Rate or LIBOR Loan, shall make available directly to the Company its share of the Loan; and (ii) the Bank or Banks whose bid(s) were accepted shall, in the case of Bid Rate Loans, make available directly to the Company the principal amount of the Bid Rate Loan which such Bank or Banks agreed to make. The Administrative Agent shall notify each Bank of its pro rata share of each Base Rate or LIBOR Loan. Such notice shall be given by facsimile no later than 1:00 p.m. Eastern time on, in the case of each Base Rate Loan, the date such Loan is to be made and, in the case of each LIBOR Loan, the date that is three Business Days prior to the date such Loan is to be made. Loans will be made available either by credit to an account maintained by the Company with the Bank or by wire transfer to: (a) such account or accounts as may be authorized on forms supplied by the Bank; or (b) in the absence of such authorization, to Crestar Bank, ABA No. 000000000, account of Southern States Cooperative, Incorporated Account No. 0000000 or such replacement account as the Company shall specify by notice to each of the Banks.the