PREMIUM CANOLA CONTRACT No. 14B1 Date: Buyer: PICO Northstar Hallock, LLC 2100 U.S. Highway 75 Seller: Legal Entity: Contact Name: Kennedy, MN 56733 Address: CGC License #GD003071 City, State, Zip: Primary Phone: Contact: Derek MacLean, Grain Originator 844-2CANOLA (844-222-6652) Email: [email protected] Seller agrees to sell and Buyer agrees to purchase the grain described below on the following terms: Quantity in Acres Hybrid Delivery Location Northstar Agri Industries, Hallock, MN Northstar Agri Industries, Hallock, MN Northstar Agri Industries, Hallock, MN Northstar Agri Industries, Hallock, MN Only grain meeting or exceeding Canola Canada #1 standards (as set forth in the Canadian Grain Grading Handbook) of the varieties set forth on Exhibit A will be accepted under the terms of this Contract. If the Seller does not accept Buyer’s determination of the grade of grain offered, the buyer will submit upon seller’s request a representative sample to North Dakota Grain Inspection Service for a determination. Buyer and Seller agree to accept the North Dakota Grain Inspection Service’s determination of the grain’s grade, dockage, and moisture content. Buyer shall pay Seller a premium in the amount of 5% of the purchase price for up to 12.5 CWT (25 BU) per acre of grain delivered meeting the standards set forth in this Contract. In consideration of this premium payment, Seller shall provide to Buyer agronomic information, including, but not limited to: planting date, planting population, seeding method, approved variety, fertility, all spraying applications and dates, harvest date and method, proven yield, a copy of the seed purchase receipt, and a Farm Service Agency Certificate Form 578. Buyer shall pay the premium to Seller upon (i) Buyer’s receipt of this agronomic information to its satisfaction and (ii) delivery of the contracted grain. In addition to the premium described above, Buyer shall pay Seller a purchase price for each delivery of contracted grain. The amount of the purchase price, additional delivery requirements, and related terms and conditions shall be set forth in a separate grain contract entered by Buyer and Seller in a form provided by Buyer. Seller may choose to set the purchase price by executing such a grain contract with Buyer at any time between the execution of this Contract and (i) delivery of grain or (ii) June 20, 2015, whichever is earlier. In the event that Seller fails to timely set the purchase price, Buyer shall set the purchase price automatically at 2 p.m. on June 20, 2015. If the contracted grain is not delivered before November 1, 2014, Buyer may exercise a “buyer’s call” option at any time thereafter. Buyer will pay seller $0.07/CWT ($0.035/BU) /month storage beginning November 1, 2014. Any partial months of storage will be pro-rated. If Seller has not set the purchase price and a buyer’s call is exercised, Seller shall deliver grain on the date specified by Buyer, under a Delayed Price Contract, in a form provided by Buyer. All payments will be made by check in United States dollars, upon all documentation required by Northstar. Seller grants Buyer a right of first refusal to purchase grain produced by Seller on contract acres in amounts exceeding 12.5 CWT (25 BU) per acre, however such amounts exceeding 12.5 CWT (25 BU) per acre are not eligible for the premium payment. Seller represents and warrants that Seller (a) is a bona fide grain producer or merchandiser; (b) has the ability to perform this Contract; (c) intends to timely deliver the contracted grain to Buyer in accordance with the terms of this Contract. Seller warrants that the contracted grain shall be of good and merchantable quality and free from weeds, other crops and debris. Seller further warrants that the contracted grain shall not be: 1) Blended or allowed to cross-pollinate with Canola that contains genetically modified traits that have not received approval in Japan and Europe. 2) Produced with pesticides not registered for use in Canada, USA, Japan or Europe and that all pre-harvest restrictions of registered varieties will be observed. 3) Mixed or allowed to cross-pollinate with High Erucic Acid Rapeseed. 4) Mixed or allowed to cross-pollinate with Canadian de-registered varieties. Seller represents and warrants that there are no liens or encumbrances of any kind against the contracted grain. Title to the contracted grain shall pass to Buyer upon delivery. This Contract shall be subject to the National Grain and Feed Association’s Trade Rules applicable on the effective date of this Contract, except for National Grain and Feed Association Trade Rule 9 and as otherwise provided herein. The parties to this Contract agree that the sole remedy for resolution of any and all disagreements or disputes arising under this contract shall be through arbitration proceedings before the National Grain and Feed Association (NGFA) under NGFA Arbitration Rules. The decision and award determined through such arbitration shall be final and binding upon Buyer and Seller. Judgment upon the arbitration award may be entered and enforced in any Court having jurisdiction thereof. This Contract shall be governed by, and construed in accordance with, the laws of the State of Minnesota if a matter is at issue that is not addressed by the NGFA’s Trade Rules or Arbitration Rules. This Contract may not be assigned by Seller without Buyer’s prior written consent. Any assignment of this Contract by Seller without Buyer’s prior written consent shall be void. Time shall be of the essence with respect to the performance of the obligations created by this Contract. This Contract supersedes any prior oral or written understandings or agreements between the parties regarding the transaction described in this Contract and may only be modified or amended by a written instrument executed by both parties. 72510735-1 2 THIS CONTRACT CONSTITUTES A VOLUNTARY EXTENSION OF CREDIT. THIS CONTRACT IS NOT COVERED BY ANY GRAIN BUYER’S BOND. BUYER: SELLER: PICO NORTHSTAR HALLOCK, LLC DBA: Northstar Agri Industries By: By: BUYER: SELLER: PICO NORTHSTAR HALLOCK, LLC DBA: Northstar Agri Industries By: By: FOR BROKER USE ONLY Broker Name: Signature: 72510735-1 Address: Date: 3 Exhibit A Varieties The following varieties qualify for the premium contract for 2014: Bayer: InVigor L252 Canterra: 1980 DeKalb: 73-75RR Pioneer: 45H29 46H75 46S53 Proven Seed / CPS: VT 530 G Northstar reserves the right to add varieties. 72510735-1 4
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