Contract analysis

I. PURPOSE AND SCOPE The purpose of this memorandum is to analyze the existing insurance program maintained by Greenfield Agricultural Partners LLC ("GAP" or "Greenfield" or the "Borrower") and its subsidiaries against the insurance requirements set forth in the proposed $80,000,000 senior secured asset-based revolving credit facility (the "Facility"). The Facility is to be documented by a Credit Agreement (the "Cred

II. SUMMARY OF CREDIT AGREEMENT INSURANCE REQUIREMENTS This Section summarizes the insurance-related requirements set forth in the Draft Credit Agreement. The relevant provisions are principally found in Article VI (Affirmative Covenants), Section 6.07 (Insurance), with additional references in Article V (Representations and Warranties), Section 5.20 (Insurance), and Article VII (Negative Covenants), Section 7.10 (Re

Section 6.07(a) of the Draft Credit Agreement contains the general insurance maintenance covenant applicable to the Borrower and each Subsidiary Guarantor. The operative language provides, in relevant part, that: "The Borrower shall, and shall cause each Subsidiary Guarantor to, maintain with financially sound and reputable insurance companies, insurance with respect to its properties and businesses against such casu

Section 6.07(e) of the Draft Credit Agreement specifies the following endorsements, each of which must be in a form reasonably acceptable to the Agent: Loss Payee Endorsement. A Lender's Loss Payable endorsement (also known as a "Standard Mortgage Clause" or its functional equivalent) must be added to all property, crop, and business interruption policies, naming Heartland Commerce Bank, N.A. as Collateral Agent as t

III. EXISTING INSURANCE PROGRAM — OVERVIEW A. Broker and Carrier Information Greenfield's insurance program is placed and serviced by Redwood Insurance Group, Inc. ("Redwood"), an independent insurance brokerage headquartered in Des Moines, Iowa. Brian Templeton, Account Executive, is the primary point of contact for the Greenfield account. Redwood has served as Greenfield's broker of record since approximately 2015,

IV. ANALYSIS BY COVERAGE CATEGORY A. Crop Insurance

1. Current Coverage Greenfield maintains multi-peril crop insurance ("MPCI") in the form of revenue protection policies covering corn, soybeans, and specialty grains (grain sorghum and oats on limited acreage) grown on approximately 82,000 acres of owned and leased farmland across the states of Iowa, Illinois, and Indiana. The crop insurance policy is issued by Northstar Mutual Insurance Company under Policy No. NM-C

2. Credit Agreement Requirements

Section 6.07(c)(i) of the Draft Credit Agreement requires the Borrower to maintain MPCI or equivalent crop-revenue coverage on all crops grown on all managed acreage (approximately 82,000 acres). The specific requirements include: (a) Coverage must extend to all crops included in the borrowing base calculation (corn, soybeans, and specialty grains); (b) The loss payee under the crop insurance policy must be Heartland

3. Compliance Assessment Coverage Type and Level. The existing MPCI/revenue protection coverage at the 80% level on corn and soybeans appears to be compliant with the Credit Agreement's requirement for multi-peril crop insurance on all managed acreage. However, the following items require confirmation: (a) Acreage Confirmation. The certificate of insurance does not specify the total insured acreage. We must confirm t

1. Request complete copies of all crop insurance policies (not just certificates and declarations) from Redwood Insurance Group for detailed review of assignability provisions, coverage terms, and compliance with USDA/RMA requirements.

2. Confirm total insured acreage by county and crop type; cross-reference against managed acreage schedule in Draft Credit Agreement.

3. Discuss crop insurance assignment restrictions with Redwood Insurance Group (Brian Templeton) and, if necessary, with Northstar Mutual's crop insurance department.

4. Prepare endorsement request to change loss payee from PNB to HCB as Collateral Agent; coordinate timing with closing. B. Property / Casualty Insurance

1. Current Coverage Greenfield maintains "all risk" (special form) property insurance under Northstar Mutual Insurance Company Policy No. NM-PROP-2022-11453, with a policy period of July 1, 2022 through June 30, 2023. The property insurance policy provides coverage for the following categories of insured property: (a) Real Property — Grain Elevator Sites. Fourteen (14) grain elevator sites owned by GGS, located in th

2. Credit Agreement Requirements

Section 6.07(c)(ii) of the Draft Credit Agreement requires the following with respect to property insurance: (a) "All risk" or "special form" property insurance covering all owned and leased real property, personal property, and inventory; (b) Coverage written on a replacement cost basis; (c) Coverage limits sufficient to cover the aggregate appraised value of the real property collateral ($64,800,000) plus the value

3. Compliance Assessment Coverage Type. The existing policy is written on an "all risk" (special form) basis, which is compliant with the Credit Agreement requirement. However, I note that "all risk" policies typically contain a schedule of exclusions, and we need to review the complete policy to confirm that no material exclusions exist that would be inconsistent with the Credit Agreement's requirements. In particul

1. Obtain and review full property insurance policy (not just declarations page and certificate) to confirm absence of material exclusions for grain dust explosion, silo collapse, chemical storage, and spoilage.

2. Confirm replacement cost valuation basis for real property and fixtures; clarify valuation methodology for inventory (actual cash value / market value likely acceptable).

3. Assess whether blanket coverage limit of $150,000,000 is adequate in light of peak seasonal inventory values of $125M–$145M; discuss potential limit increase with Redwood Insurance Group and Greenfield.

4. Order Standard Flood Hazard Determination Forms for all 17 real property collateral sites; cross-reference with the Real Property Collateral Schedule.

5. If any sites are in SFHAs, coordinate procurement of NFIP and/or private flood insurance with Redwood Insurance Group.

6. Confirm absence of named windstorm exclusion or elevated windstorm deductible.

7. Prepare endorsement request to change loss payee from PNB to HCB as Collateral Agent; coordinate timing with closing and PNB payoff. C. Commercial General Liability

1. Current Coverage Greenfield maintains a commercial general liability ("CGL") policy issued by Northstar Mutual Insurance Company under Policy No. NM-CGL-2022-07629, with a policy period of July 1, 2022 through June 30, 2023. The policy covers bodily injury, property damage, personal and advertising injury, products/completed operations, and contractual liability. The named insureds are GAP, GGS, and GCI. Based on

2. Credit Agreement Requirements

Section 6.07(c)(iv) of the Draft Credit Agreement requires the Borrower to maintain CGL insurance with the following minimum limits: • Per Occurrence: $5,000,000 • General Aggregate: $10,000,000 The policy must include products/completed operations coverage and contractual liability coverage. HCB as Collateral Agent must be named as an additional insured, and the policy must include a waiver of subrogation endorsemen

3. Compliance Assessment Limits — Below Credit Agreement Minimums. This is a confirmed gap. The current CGL per-occurrence limit of $2,000,000 is below the Credit Agreement's $5,000,000 minimum, and the current general aggregate of $5,000,000 is below the Credit Agreement's $10,000,000 minimum. There are two potential approaches to address this gap: (a) Increase Primary CGL Limits. Greenfield could increase the prima

1. Confirm whether the Agent will accept a combination of primary CGL ($2M/$5M) plus umbrella ($10M/$10M) to meet the $5M/$10M Credit Agreement minimums, or whether primary CGL limits must be increased independently.

2. If primary CGL limits must be increased, coordinate with Redwood Insurance Group to obtain a quote for $5,000,000 per occurrence / $10,000,000 aggregate limits.

3. Confirm products/completed operations coverage extends to GCI's crop-input distribution products without material exclusions.

4. Confirm contractual liability coverage scope.

5. Coordinate additional insured, waiver of subrogation, and notice of cancellation endorsements with Redwood Insurance Group. D. Business Interruption Insurance

1. Current Coverage Based on the Insurance Certificate and declarations page, business interruption coverage is provided as a component of the property insurance policy (Northstar Mutual Policy No. NM-PROP-2022-11453), rather than as a standalone policy. The business interruption endorsement provides coverage for: (a) Loss of Business Income — net income and continuing operating expenses lost due to a covered propert

2. Credit Agreement Requirements

Section 6.07(c)(v) of the Draft Credit Agreement requires business interruption insurance including: (a) Coverage for loss of business income and extra expense; (b) An indemnity period of at least twelve (12) months; (c) Loss payee designation of HCB as Collateral Agent; and (d) Proceeds assignable under the Assignment of Insurance form. The Draft Credit Agreement does not explicitly require contingent business inter

3. Compliance Assessment Indemnity Period. The declarations page references a 12-month indemnity period, which would be compliant with the Credit Agreement requirement. However, this must be confirmed by review of the actual policy endorsement language. Agricultural operations with highly seasonal revenue patterns (Greenfield generates the majority of its grain marketing revenue during and immediately following the h

1. Request full business interruption endorsement language to confirm 12-month indemnity period and coverage terms.

2. Confirm that the loss payee endorsement change on the property policy will also apply to the business interruption component.

3. Assess adequacy of $20,000,000 BI/extra expense limit against realistic loss scenarios.

4. Confirm whether contingent business interruption coverage is included; if not, discuss with Greenfield whether it should be added. E. Equipment / Inland Marine Coverage

1. Current Coverage Greenfield maintains an equipment breakdown and inland marine policy issued by Northstar Mutual Insurance Company under Policy No. NM-IM-2022-08341, with a policy period of July 1, 2022 through June 30, 2023. This policy covers: (a) Scheduled equipment with an aggregate limit of $18,500,000, including mobile agricultural equipment (tractors, combines, grain carts, sprayers), grain handling equipme

2. Credit Agreement Requirements

Section 6.07(c)(vi) of the Draft Credit Agreement requires coverage for all equipment constituting collateral under the Security Agreement, with HCB as Collateral Agent designated as loss payee.

3. Compliance Assessment Scheduled Equipment. The primary compliance concern is ensuring that all equipment included in the collateral package under the Draft Security Agreement (C&H draft dated November 4, 2022) is either specifically scheduled on the inland marine policy or covered under the blanket provision. The Draft Security Agreement defines "Collateral" to include, among other things, "all Equipment (as defin

1. Obtain the equipment schedule from Northstar Mutual Policy No. NM-IM-2022-08341 through Redwood Insurance Group.

2. Obtain a current equipment inventory from Greenfield (Raymond Foss, VP of Operations).

3. Cross-reference the equipment schedule against the Security Agreement collateral description and Greenfield's fixed asset register; identify any gaps.

4. Confirm that recently acquired equipment is covered under the blanket provision or has been added to the schedule.

5. Coordinate loss payee endorsement change (PNB to HCB as Collateral Agent) with Redwood Insurance Group. F. Additional Required Coverages

1. Workers' Compensation and Employer's Liability Greenfield maintains workers' compensation and employer's liability insurance under Northstar Mutual Policy No. NM-WC-2022-05590, with a policy period of July 1, 2022 through June 30, 2023. The policy provides: • Workers' Compensation: Statutory limits in Iowa, Illinois, and Indiana, covering all employees of GAP, GGS, and GCI in their respective states of operation;

2. Umbrella / Excess Liability As noted in Section III.C above, Greenfield maintains an umbrella/excess liability policy issued by Great Plains Reinsurance Corp. under Policy No. GPRE-UMB-2022-3374, with a policy period of July 1, 2022 through June 30, 2023. The umbrella policy provides: • Per Occurrence Limit: $10,000,000 • Aggregate Limit: $10,000,000 • Self-Insured Retention: $10,000 The umbrella sits excess of th

1. Confirm umbrella policy provides following-form coverage over the CGL, including products/completed operations and contractual liability.

2. Coordinate additional insured and notice of cancellation endorsements with Redwood Insurance Group for issuance by Great Plains Reinsurance Corp.

3. Confirm A.M. Best rating of Great Plains Re remains at "A-" (Excellent) or better.

3. Automobile Liability Greenfield maintains a commercial automobile liability policy issued by Northstar Mutual Insurance Company under Policy No. NM-AUTO-2022-06215, with a policy period of July 1, 2022 through June 30, 2023. The policy covers owned, hired, and non-owned automobiles, with a combined single limit of $2,000,000. The named insureds are GAP, GGS, and GCI. Physical damage coverage for owned vehicles car